Secretary's Certificate
(M&A Transactions) (NY)

Summary

This template is a Secretary's Certificate (M&A Transactions) (NY). It typically certifies the party's organizational documents, board and shareholder resolutions (as applicable), and incumbency of the party's officers executing the transaction documents as of the closing date. This template includes practical guidance, optional clauses, and drafting notes. Under New York law, two or more domestic corporations may merge into one of the constituent corporations, or consolidate into a single new corporation. N.Y. Bus. Corp. Law § 901. At the closing of a merger transaction, a secretary's certificate may be signed by the secretary (or other authorized individual) of the buyer, seller, or target and delivered to the other parties. This template typically attaches a certificate of good standing confirming that the party is in good standing in New York as of the closing. This template may be tailored to suit each transaction. Counsel should ensure that the language contained in this Secretary's Certificate conforms to the language as negotiated and described in the merger agreement. 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 more information and other sample stock certificates, see Secretary's Certificate (Asset Sale), Secretary's Certificate (Stock Sale), Secretary's Certificate (Merger), and Deal Documents and Approvals in M&A Deals. For additional information on director and shareholder approvals, see Unanimous Written Consent to Take Action in Lieu of Meeting of Board of Directors (Private Merger), Unanimous Written Consent to Take Action in Lieu of Meeting of the Board of Directors (Asset Sale) (Seller), Unanimous Written Consent to Take Action in Lieu of Meeting of Board of Directors (Stock Sale) (Seller), Unanimous Written Consent to Take Action in Lieu of Meeting of Stockholders (Private Merger), Unanimous Written Consent to Take Action in Lieu of Meeting of Stockholders (Asset Sale), and Unanimous Written Consent to Take Action in Lieu of Meeting of Stockholders (Stock Sale). For a full listing of content related to the signing and closing of an M&A transaction, see Signing and Closing the M&A Transaction Resource Kit.