Document background
A Secretary Certificate is a crucial corporate governance document used in the Netherlands to provide formal verification of company actions and authorities. This document is typically required when a company needs to prove to external parties (such as banks, business partners, or regulatory authorities) that specific corporate actions have been properly authorized or that certain individuals have the authority to act on behalf of the company. The certificate must comply with Dutch corporate law requirements, particularly those set out in Book 2 of the Dutch Civil Code and the Dutch Corporate Governance Code. It serves as an official record that can be relied upon by third parties and may require notarial authentication for certain purposes. The Secretary Certificate is commonly used in various business contexts, including opening bank accounts, executing significant contracts, implementing major corporate changes, or confirming the authority of corporate representatives.
