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Certificate of Secretary
I need a Certificate of Secretary to confirm the appointment of a new company director, including details of the board resolution approving the appointment and the effective date. The document should be signed by the current secretary and include the company seal.
What is a Certificate of Secretary?
A Certificate of Secretary is an official document that proves key decisions or actions taken by a company's board of directors or shareholders. In Indonesia's corporate landscape, it typically accompanies meeting minutes and validates important company resolutions, like changes in leadership, amendments to company articles, or major business decisions.
Indonesian corporate law requires this certification to formalize board decisions and make them legally binding. Corporate secretaries issue these certificates to banks, government agencies, and business partners as evidence that company actions follow proper governance procedures under Law No. 40 of 2007 on Limited Liability Companies. They're especially important during company registration, merger processes, or when dealing with the Investment Coordinating Board (BKPM).
When should you use a Certificate of Secretary?
Your company needs a Certificate of Secretary when making major corporate changes that require legal validation. Common triggers include opening new bank accounts, registering property, applying for business licenses, or executing contracts with significant business partners. Indonesian regulators and financial institutions often request this certificate as proof that company decisions follow proper protocols.
The certificate becomes essential during critical moments like leadership transitions, capital structure changes, or expansion plans. For example, when updating company details with the Ministry of Law and Human Rights, or during due diligence processes with potential investors, this document demonstrates that board decisions were properly authorized and recorded according to Indonesian corporate governance requirements.
What are the different types of Certificate of Secretary?
- Basic Corporate Resolution Certificate: Records standard board decisions like officer appointments or policy changes. Most commonly used for routine corporate governance matters.
- Banking Authority Certificate: Specifically formatted for financial institutions, detailing authorized signatories and their transaction limits.
- Extraordinary Meeting Certificate: Documents major decisions from special shareholder meetings, like mergers or capital restructuring.
- Foreign Investment Certificate: Tailored version for companies with foreign ownership, meeting BKPM requirements and including bilingual text.
- Operational Decision Certificate: Covers day-to-day business authorizations like branch openings or procurement approvals.
Who should typically use a Certificate of Secretary?
- Corporate Secretary: Prepares and certifies the document, ensuring accuracy of board decisions and maintaining official records.
- Board of Directors: Makes the decisions being certified and often reviews the final certificate before implementation.
- Banks and Financial Institutions: Request these certificates when companies open accounts or apply for financing.
- Government Regulators: Including BKPM and Ministry of Law and Human Rights, rely on these certificates for corporate compliance verification.
- Business Partners: Use certificates to confirm the authority of company representatives in major transactions or contracts.
How do you write a Certificate of Secretary?
- Meeting Documentation: Gather complete minutes, attendance records, and voting results from the relevant board or shareholder meeting.
- Company Details: Have your current company registration number, tax ID, and official address ready.
- Resolution Details: Clearly outline the specific decisions being certified, including dates and exact wording.
- Authorized Signatures: Confirm who has authority to sign under your company's articles of association.
- Supporting Documents: Collect any referenced attachments, like power of attorney or company policies.
- Format Check: Our platform ensures your certificate follows Indonesian legal requirements and includes all mandatory elements.
What should be included in a Certificate of Secretary?
- Header Information: Company name, registration number, and address as registered with Indonesian authorities.
- Meeting Details: Date, time, location, and type of meeting (regular or extraordinary).
- Resolution Content: Clear statement of decisions made, with specific reference to relevant company articles.
- Quorum Statement: Confirmation that required voting thresholds were met under Indonesian law.
- Certification Language: Standard legal phrasing confirming the secretary's authority to certify.
- Authentication Block: Secretary's signature, company seal, and date of certification.
- Governing Law: Reference to Indonesian Company Law No. 40/2007 and applicable regulations.
What's the difference between a Certificate of Secretary and a Certificate of Incumbency?
A Certificate of Secretary is often confused with a Certificate of Incumbency, but they serve distinct purposes in Indonesian corporate governance. While both documents verify company information, their scope and applications differ significantly.
- Purpose and Scope: A Certificate of Secretary primarily validates specific board decisions and corporate actions, while a Certificate of Incumbency confirms the identity and positions of company officers and directors.
- Legal Authority: Secretarial certificates focus on certifying meeting outcomes and resolutions under Law No. 40/2007, whereas incumbency certificates serve as proof of authority for external parties.
- Common Usage: Banks and regulators request secretarial certificates for verifying corporate decisions, while international business partners typically require incumbency certificates for cross-border transactions.
- Content Requirements: Secretarial certificates must detail specific meeting outcomes and voting results, while incumbency certificates list current officers, their roles, and appointment dates.
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