Secretary's Certificate
(Merger) (FL)

Summary

This secretary's certificate can be used in a merger transaction governed under Florida law. One or more domestic corporations may merge with a domestic or foreign corporation pursuant to a plan of merger under Florida law. Fla. Stat. § 607.1101(1). At closing, a secretary's certificate may be signed by the secretary of the buyer, seller, or target and delivered to the other parties. 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. This template typically attaches a certificate of good standing confirming that the party is in good standing in Florida 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 additional information on the contents of a secretary's certificate, see Deal Documents and Approvals in M&A Deals, 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.