Secretary’s Certificate (Subsidiary; Registered Offering of Securities)
Summary
This template is a secretary’s certificate intended to be used by the secretary of one or more of an issuer’s subsidiaries in satisfaction of a closing condition in an offering of securities registered with the Securities and Exchange Commission (SEC). This template includes practical guidance and drafting notes. In a registered offering, the underwriting agreement will typically include as a condition to closing the delivery to the underwriters of a secretary’s certificate to which the company’s key governance and organizational documents and resolutions will be appended. Often there will also be a requirement for a similar secretary’s certificate with respect to certain subsidiaries of the company (usually significant subsidiaries). Depending on the nature of the transaction, the certificate may also reference other transactions that are related to the securities offering. The form of secretary’s certificate is typically provided in or as an exhibit to the underwriting agreement and ...