Create a bespoke document in minutes,聽or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership聽of your information
Certificate of Secretary
"I need a Certificate of Secretary confirming board approval of a merger resolution, including meeting details and quorum verification, dated within the last 30 days, and signed by the corporate secretary."
What is a Certificate of Secretary?
A Certificate of Secretary officially confirms important company decisions and actions in Saudi Arabia. It's a formal document where the corporate secretary verifies key facts, like board resolutions, officer appointments, or changes to company bylaws. Saudi regulators and business partners often require these certificates as proof that company actions follow proper procedures.
Under Saudi company law, this certificate carries significant legal weight because it comes from the secretary - an officer with direct access to corporate records and meetings. Banks, government agencies, and other businesses rely on these certificates when processing major transactions, opening accounts, or updating company registrations with the Ministry of Commerce.
When should you use a Certificate of Secretary?
Get a Certificate of Secretary ready when your Saudi company needs to prove its decisions to outside parties. Banks typically require one to open corporate accounts or approve major loans. You'll need it when registering business changes with the Ministry of Commerce, like new board members or updated bylaws.
This certificate becomes essential during time-sensitive deals, such as property purchases, signing contracts with government entities, or establishing new business partnerships. Having it prepared in advance speeds up these transactions and prevents delays that could harm business opportunities. Many Saudi organizations keep several certified copies on hand for quick response to urgent requests.
What are the different types of Certificate of Secretary?
- Basic Corporate Resolutions: The most common type of Certificate of Secretary in Saudi Arabia, confirming board decisions, officer appointments, and routine corporate actions
- Banking Authority Certificate: Specifically formatted for financial institutions, detailing authorized signatories and banking powers
- Regulatory Compliance Certificate: Used for Ministry of Commerce filings, confirming compliance with Saudi company laws and regulations
- Transaction-Specific Certificate: Tailored for major business deals, verifying specific authorizations and approvals for particular transactions
- Standing Certificate: A comprehensive version confirming the ongoing validity of multiple corporate actions and appointments
Who should typically use a Certificate of Secretary?
- Corporate Secretary: Drafts and signs the certificate, verifying the accuracy of company records and board decisions
- Board of Directors: Relies on these certificates to document and implement their decisions within Saudi legal frameworks
- Banks and Financial Institutions: Request certificates when opening accounts or processing major transactions
- Ministry of Commerce Officials: Review certificates during company registration updates and regulatory filings
- Business Partners: Accept certificates as proof of corporate authority in contracts and agreements
- Legal Counsel: Reviews and advises on certificate content to ensure compliance with Saudi company law
How do you write a Certificate of Secretary?
- Company Details: Gather current commercial registration, articles of association, and latest Ministry of Commerce records
- Board Resolution: Locate the specific board decision or corporate action being certified
- Meeting Minutes: Collect relevant board or shareholder meeting minutes that document the decision
- Signatory Authority: Confirm the secretary's current appointment and signing powers
- Document Format: Use our platform's Saudi-compliant template to ensure all mandatory elements are included
- Supporting Documents: Attach referenced materials like powers of attorney or delegation letters
- Internal Review: Double-check all dates, names, and corporate details against official records
What should be included in a Certificate of Secretary?
- Company Identification: Full legal name, commercial registration number, and registered address in Saudi Arabia
- Secretary Authorization: Statement confirming the secretary's official position and authority to certify
- Resolution Details: Specific board or shareholder decisions being certified, with exact dates and meeting references
- Verification Statement: Clear declaration that the certified information matches official company records
- Document References: List of any supporting documents or attachments being certified
- Authentication Block: Secretary's signature, company seal, and date of certification
- Compliance Statement: Confirmation of adherence to Saudi Companies Law and corporate governance 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 in Saudi business practice. While both documents verify corporate information, they serve distinct purposes and are used in different situations.
- Scope of Verification: A Certificate of Secretary primarily confirms specific board decisions and corporate actions, while a Certificate of Incumbency focuses on verifying the identity and positions of company officers and directors
- Timing and Updates: Secretary certificates are typically issued for specific events or decisions, while incumbency certificates provide a snapshot of current leadership structure
- Legal Authority: Secretary certificates carry broader authority to verify various corporate matters, whereas incumbency certificates are narrowly focused on organizational structure and roles
- International Usage: Incumbency certificates are more commonly required for international transactions, while secretary certificates are preferred for domestic Saudi business matters
Download our whitepaper on the future of AI in Legal
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a 拢1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.