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A Certificate of Secretary is an official document used in Belgian companies to formally verify key corporate decisions and actions. It records and confirms important board resolutions, officer appointments, or changes in company structure, signed by the company secretary or another authorized officer under Belgian corporate law.

Belgian businesses commonly use these certificates to prove their decision-making authority to banks, notaries, and government agencies. The document helps streamline administrative processes and serves as evidence that company actions follow proper internal procedures and comply with the Belgian Code of Companies and Associations.

Use a Certificate of Secretary when your Belgian company needs to prove its internal decisions to outside parties. Banks typically require one to open accounts or secure loans, while government agencies ask for these certificates when registering significant company changes or applying for permits.

The certificate becomes essential during major corporate events - think merging with another company, appointing new directors, or changing your registered office address. Having this document ready speeds up transactions and demonstrates proper governance to regulators, business partners, and potential investors under Belgian corporate law.

• Board Resolution Certificates: Document specific board decisions, like appointing new directors or approving major contracts
• Corporate Authority Certificates: Verify signing powers and authority levels of company officers
• Share Transfer Certificates: Confirm shareholder changes and capital modifications
• Compliance Certificates: Certify the company's adherence to specific Belgian regulatory requirements
• Meeting Minutes Certificates: Authenticate extracts from general assembly or board meeting minutes
• Status Change Certificates: Verify modifications to company structure, name, or registered office

• Company Secretaries: Primary drafters and signers, responsible for certifying corporate decisions and maintaining official records
• Board Members: Review and rely on these certificates to document their decisions and demonstrate proper governance
• Banks and Financial Institutions: Request certificates to verify company authority for financial transactions
• Notaries: Use certificates as supporting documentation when authenticating corporate changes
• Government Agencies: Accept certificates as proof of corporate actions and compliance with Belgian law
• Business Partners: Rely on certificates to confirm the authority of company representatives in transactions

• Basic Details: Gather company name, registration number, and registered office address from official documents
• Meeting Information: Collect date, location, and type of meeting where the decision was made
• Decision Details: Document the exact resolution or action being certified, with specific dates and terms
• Authority Check: Confirm the secretary's power to issue certificates under company bylaws
• Supporting Documents: Compile relevant board minutes, shareholder resolutions, or other backup materials
• Signature Requirements: Identify all required signatories and their current roles within the company
• Format Verification: Ensure compliance with Belgian corporate law formatting standards

• Company Identification: Full legal name, registration number, and registered office address
• Declaration Statement: Clear statement of the secretary's authority and certification purpose
• Meeting Reference: Date, location, and type of meeting where the decision was made
• Resolution Details: Precise wording of the decision or action being certified
• Legal Compliance: Reference to relevant articles of Belgian Company Code
• Authentication Block: Secretary's signature, date, company seal if required
• Supporting References: Citations of relevant board minutes or company documents
• Verification Statement: Confirmation of accuracy and completeness of certified information

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

• Purpose and Scope: A Certificate of Secretary focuses on specific corporate actions and board decisions, while a Certificate of Incumbency primarily confirms the identity and positions of company officers
• Legal Authority: Secretary Certificates carry broader authority to certify various corporate matters, whereas Incumbency Certificates strictly verify officer appointments and roles
• Usage Context: Banks and authorities typically request Secretary Certificates for transaction approval, while Incumbency Certificates are more common in international business dealings
• Content Requirements: Secretary Certificates must detail specific resolutions or actions, while Incumbency Certificates focus on listing current officers and their positions