Officers’ Certificate
(IPO)

Summary

This template may be used to draft an officers’ certificate to be delivered for the closing of an initial public offering (IPO). In the certificate, the company’s officers certify to the underwriters that the company’s representations and warranties in the underwriting agreement are truthful and certain other obligations have been met. Delivery of an officers’ certificate is a typical closing condition required by the underwriting agreement for an IPO. This template includes practical guidance and drafting notes. Underwriters typically require delivery of this certificate to satisfy their due diligence requirements. The form and contents of the officers’ certificate is typically provided in, or attached as an exhibit to, the underwriting agreement and is not heavily negotiated. This template is usually executed by the chief executive and chief financial officer of the company and signed by the company’s secretary to confirm the identity and signature of the other officers. However, you should tailor this template to the requirements of the specific underwriting agreement. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For a template of underwriting agreement, see Underwriting Agreement (Primary Offering). For additional information on the IPO process and additional IPO-related templates, see Initial Public Offering Process, Top 10 Practice Tips: Initial Public Offerings, and Initial Public Offerings Resource Kit.