Secretary’s Certificate
(Subsidiary; Registered Offering of Securities)

Summary

This template is a secretary’s certificate intended to be used by the secretary of one or more of an issuer’s subsidiaries in satisfaction of a closing condition in an offering of securities registered with the Securities and Exchange Commission (SEC). This template includes practical guidance and drafting notes. In a registered offering, the underwriting agreement will typically include as a condition to closing the delivery to the underwriters of a secretary’s certificate to which the company’s key governance and organizational documents and resolutions will be appended. Often there will also be a requirement for a similar secretary’s certificate with respect to certain subsidiaries of the company (usually significant subsidiaries). Depending on the nature of the transaction, the certificate may also reference other transactions that are related to the securities offering. The form of secretary’s certificate is typically provided in or as an exhibit to the underwriting agreement and is not heavily negotiated. This template contains standard representations and provisions for a secretary’s certificate for an underwritten offering, including certifications on the company’s organizing documents, resolutions approving the offering and related documents and transactions, and authority of the officers signing the documents in the offering and at closing. For additional information on the closing of a registered offering, seeInitial Public Offerings Resource Kit, Follow-On Offerings Resource Kit, Top 10 Practice Tips: Initial Public Offerings, Top 10 Practice Tips: Follow-on Offerings, and Closing Memorandum (IPO).