Secretary's Certificate
(Corporate Guarantor Resolutions)

Summary

This template is a Secretary's Certificate of a corporate parent providing a guarantee in favor of a borrower subsidiary at the closing of a transaction. This template includes practical guidance and drafting notes. The certification is limited to the form of resolutions underlying the transaction. That is, because the role of the parent here is limited to providing a guaranty, the certification does not include governing documents, formation documents, good standing, and incumbency—all of which are typically required of the borrower and other loan parties. Modify this template, as appropriate, to conform to the terms of your specific transaction. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For a more broad secretary's certificate with the full litany of certifications, see Omnibus Secretary's Certificate. This template should also be read in conjunction with Closing Process Fundamentals and Deliverables, Closing Process Resource Kit, Conditions Precedent in Credit Agreements, and Guaranties Resource Kit.