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A Certificate of Secretary is a formal document signed by a company secretary to verify key corporate actions or decisions in New Zealand. It proves that specific company resolutions, appointments, or changes have been properly approved and recorded in line with the Companies Act 1993.

Company secretaries use these certificates when dealing with banks, government agencies, or during major transactions. For example, a secretary might issue one to confirm director appointments, share transfers, or changes to signing authorities. The certificate carries legal weight because company secretaries have statutory duties to maintain accurate records and ensure proper corporate governance.

Use a Certificate of Secretary when your New Zealand company needs to prove official decisions or changes to external parties. Banks commonly require these certificates to verify new signatories on accounts, while investors often need them during due diligence to confirm board resolutions or share transfers are properly authorized.

Many organizations prepare these certificates during major corporate events like mergers, property purchases, or loan applications. The certificate helps streamline transactions by giving other parties confidence that your company has followed proper procedures under the Companies Act. It's particularly valuable when dealing with overseas entities who need clear proof of your company's actions.

• Basic corporate certificates verify routine matters like director appointments or registered office changes
• Banking certificates specifically confirm authorized signatories and account operation authorities
• Transaction certificates support major deals by validating board resolutions and company powers
• Share transfer certificates document proper approval of ownership changes and updates to the share register
• Compliance certificates verify the company meets specific regulatory or contractual requirements

• Company Secretaries: Primary drafters and signers who verify corporate decisions and maintain official records
• Directors: Rely on these certificates to prove their authority when acting for the company
• Banks and Financial Institutions: Request certificates to confirm authorized signatories and corporate approvals
• External Lawyers: Review and often request certificates during due diligence or major transactions
• Regulatory Bodies: May require certificates as evidence of compliance with Companies Act requirements

• Company Details: Gather accurate company name, registration number, and registered office address
• Meeting Records: Locate relevant board minutes or shareholder resolutions being certified
• Authority Check: Confirm you have proper authority as company secretary under the constitution
• Supporting Documents: Collect any referenced documents like share certificates or director consents
• Verification Process: Review company register entries to ensure all certified facts are correct
• Document Format: Use our platform to generate a legally compliant certificate that includes all required elements

• Company Identification: Full legal name, company number, and registered office address
• Secretary Declaration: Clear statement of authority and position as company secretary
• Certified Matter: Specific details of the resolution, decision, or fact being certified
• Meeting Reference: Date and type of meeting where the decision was made
• Compliance Statement: Confirmation that proper procedures under the Companies Act were followed
• Execution Block: Secretary's signature, full name, and date of certification
• Company Seal: Space for common seal if required by company constitution

A Certificate of Secretary is often confused with a Certificate of Incumbency, but they serve distinct purposes in New Zealand corporate governance. While both documents verify company information, their scope and application differ significantly.

• Purpose and Scope: A Certificate of Secretary validates specific corporate actions or decisions, while a Certificate of Incumbency confirms the identity and positions of company officers
• Timing of Use: Secretary certificates are issued after particular events or decisions, whereas incumbency certificates provide a snapshot of current leadership structure
• Legal Authority: Secretary certificates carry direct statutory weight under the Companies Act 1993 for verifying corporate actions, while incumbency certificates primarily serve as third-party verification tools
• International Recognition: Incumbency certificates are more commonly used for overseas transactions, while secretary certificates typically serve domestic corporate governance needs