Corporate Authority Certificate

Summary

This precedent is an officer’s certificate delivered by a corporate borrower to a lender at loan closing to confirm the borrower’s corporate existence and authority for lender reliance. It certifies the borrower is duly incorporated, organized, and subsisting in the stated jurisdiction, and that the attached constating documents and approvals, including articles or other constating document, amendments, by-laws, and borrowing and security resolutions, are true, complete, and in full force and effect, unamended, as of the certificate date. This includes practical guidance and drafting notes. The certificate is structured to support closing reliance by attaching the key corporate documents as schedules, confirming the specific authorizing resolution approving the transaction remains effective, and providing an incumbency-style confirmation that the individuals who executed the loan and security documents held the stated offices when they signed. It also includes reliance language ...