Officer Certificate Template: Corporate Authority and Facts

Officer Certificate Template

Date: [Date]

To: [Recipient Name / Lender / Buyer / Investor / Other Party]

Address: [Address]

Re: Officer Certificate

I, [Officer Full Name], certify as follows:

1. Officer Information

Name: [Full Name]

Title: [Title]

Company: [Company Name]

State of Organization: [State]

Principal Address: [Address]

I am a duly elected, appointed, or acting officer of the Company and am authorized to execute this Officer Certificate on behalf of the Company.

2. Transaction or Agreement Reference

This Officer Certificate is delivered in connection with the following agreement, transaction, or matter:

Agreement or Transaction Name: [Name]

Agreement Date: [Date]

Parties to Agreement: [List Parties]

Additional reference details, if any:

[Insert details]

3. Corporate Existence and Authority

I certify that the Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, to the extent applicable.

I further certify that the Company has full power and authority to enter into, execute, deliver, and perform its obligations under the transaction documents described above.

4. Resolutions and Approvals

I certify that the execution, delivery, and performance of the transaction documents have been duly authorized by all necessary corporate action.

The following approvals have been obtained, if applicable:

☐ board approval

☐ shareholder approval

☐ manager or member approval

☐ officer authorization

☐ other: [Describe]

Attached as Exhibit A are true, correct, and complete copies of the relevant resolutions, consents, or approvals, if applicable.

5. Organizational Documents

I certify that the following organizational documents of the Company are true, correct, and complete copies as of the date of this Officer Certificate:

☐ certificate of incorporation or formation

☐ bylaws

☐ operating agreement

☐ partnership agreement

☐ other governing documents: [Describe]

If attached, these documents are included as:

[Exhibit reference]

6. Incumbency of Officers or Signers

The following persons hold the offices or positions stated below and are authorized to sign the relevant transaction documents on behalf of the Company:

Name: [Full Name]

Title: [Title]

Signature Specimen: ________________________

Additional incumbency details, if any:

7. Certified Statements

I further certify the following, as applicable:

☐ the representations and warranties of the Company in the referenced agreement are true and correct as required by that agreement

☐ the Company has performed and complied with its pre-closing covenants and obligations as required

☐ no default or event of default exists under the referenced agreement or related documents

☐ no material adverse change has occurred since [Date]

☐ the attached documents remain in full force and effect

☐ other certified fact: [Describe]

Additional certified facts:

8. Litigation, Claims, or Proceedings

To the best of my knowledge, except as disclosed below, there is no pending or threatened action, suit, proceeding, or investigation that would prohibit, materially delay, or materially impair the Company’s ability to complete the transaction or perform its obligations under the referenced agreement.

Exceptions, if any:

[Insert details or write “None”]

9. No Conflict Statement

To the best of my knowledge, the execution and delivery of the referenced transaction documents by the Company and the performance of the Company’s obligations under those documents do not violate the Company’s governing documents or any resolution identified in this Officer Certificate, except as disclosed below:

10. Attachment Confirmation

The following documents are attached to this Officer Certificate, if applicable:

☐ board resolutions

☐ shareholder or member consents

☐ certificate of incorporation or formation

☐ bylaws or operating agreement

☐ good standing certificate

☐ incumbency list

☐ other: [Describe]

11. Reliance

This Officer Certificate is made for the benefit of the recipient named above and may be relied upon by that recipient in connection with the agreement, transaction, or matter identified in this document.

12. Signature

IN WITNESS WHEREOF, I have executed this Officer Certificate on behalf of the Company as of the date first written above.

Company: [Company Name]

By: __________________________

Name: [Officer Full Name]

Title: [Title]

Date: [Date]

13. Notary Acknowledgment, if Required

State of [State]

County of [County]

On this [Day] of [Month], [Year], before me, the undersigned notary public, personally appeared [Name of Signer], known to me or satisfactorily proven to be the person whose name is subscribed to this instrument, and acknowledged that they executed the same for the purposes stated herein.

Notary Public Signature: __________________________

Name: [Notary Name]

My Commission Expires: [Date]