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Certificate of Secretary
I need a Certificate of Secretary to confirm the authenticity of corporate resolutions passed by the board of directors, including the approval of a new business venture and the appointment of a new company officer. The document should be signed by the company secretary and include the company seal for validation.
What is a Certificate of Secretary?
A Certificate of Secretary (Gesch盲ftsf眉hrerbest盲tigung) serves as official proof of a secretary's or corporate officer's authority within an Austrian company. It confirms their power to sign documents, make decisions, and represent the organization in legal matters under Austrian corporate law.
Austrian businesses commonly use these certificates when opening bank accounts, signing contracts with international partners, or completing major transactions. The document must include the officer's name, position, scope of authority, and company details - all verified by a notary (Notar) to comply with Austrian authentication requirements.
When should you use a Certificate of Secretary?
Get a Certificate of Secretary ready when your Austrian company needs to prove who has authority to act on its behalf. This document becomes essential during major business milestones: opening corporate bank accounts, signing international contracts, or completing property transactions.
Banks and business partners often request this certificate before finalizing important deals. Austrian notaries can prepare it quickly, but timing matters - having it ready before entering negotiations saves valuable time. The certificate proves especially valuable when dealing with foreign companies who need clear documentation of your authority under Austrian law.
What are the different types of Certificate of Secretary?
- Standard Corporate Certificate: Most common type used for basic company authority verification, includes officer names and signing powers
- Enhanced Authentication Certificate: Contains additional notarial certifications required for international business dealings
- Banking Authority Certificate: Specifically formatted for Austrian banking requirements, with detailed financial authority specifications
- Limited Power Certificate: Restricts authority to specific transactions or time periods, useful for temporary arrangements
- Comprehensive Corporate Powers Certificate: Details full range of officer authorities, including subsidiary management and special corporate actions
Who should typically use a Certificate of Secretary?
- Corporate Secretaries: Primary drafters who prepare and maintain these certificates as part of their official duties
- Board Members: Review and rely on these certificates to confirm proper authorization of company actions
- Austrian Notaries: Authenticate and certify the documents, ensuring they meet legal requirements
- Banks and Financial Institutions: Request and verify these certificates before opening accounts or processing major transactions
- Business Partners: Use them to confirm the authority of company representatives during contract negotiations
- Legal Counsel: Reviews and advises on certificate content to ensure compliance with Austrian corporate law
How do you write a Certificate of Secretary?
- Company Details: Gather current company registration number, registered address, and official business name
- Officer Information: Collect full legal names and titles of all authorized officers and their specific powers
- Board Resolutions: Have relevant board meeting minutes ready that confirm officer appointments and authority scope
- Document Purpose: Specify intended use (banking, contracts, property transactions) to include appropriate powers
- Notary Requirements: Schedule appointment with an Austrian notary for official certification
- Format Review: Our platform generates compliant certificates automatically, ensuring all required elements are included
What should be included in a Certificate of Secretary?
- Company Identification: Full legal name, registration number, and registered office address in Austria
- Officer Details: Names, positions, and specific powers granted to each authorized representative
- Authority Scope: Clear description of permitted actions and any limitations on officer powers
- Board Resolution Reference: Date and details of relevant board decisions authorizing officer appointments
- Certification Statement: Formal declaration of accuracy signed by the corporate secretary
- Notarial Authentication: Official notary certification block meeting Austrian legal requirements
- Execution Date: Clear statement of when the certificate becomes effective
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 Austrian corporate governance. While both documents verify corporate authority, their scope and application differ significantly.
- Purpose and Scope: A Certificate of Secretary focuses on verifying specific powers and authority of corporate officers, while a Certificate of Incumbency provides a broader verification of who holds various positions within the company
- Legal Weight: Certificates of Secretary carry more specific authority for transaction validation in Austria, particularly for banking and property matters
- Verification Details: Secretary certificates detail exact powers granted, while incumbency certificates simply confirm position holdings
- Usage Context: Secretary certificates are typically used for specific transactions, while incumbency certificates serve more general corporate verification needs
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