Director's Certificate

The Director's Certificate is a document that serves as a certification and confirmation for a company. It is usually provided to a lender as part of an agreement. The importance of this document lies in its ability to provide assurance and evidence of the company's legal and financial standing.

 

The entire document consists of several sections, each serving a specific purpose. The first section is the introduction, which includes the title of the document and the parties involved. It also mentions the date of the certificate and its relation to the agreement.

 

The second section is the certification by the director. It states that the director is authorized to give this certificate on behalf of the company.

 

The third section deals with the constitutional documents of the company. It confirms that the copies of the memorandum and articles of association, certificate of incorporation, certificate of change of name, business registration certificate, and annual return are true, complete, and up-to-date. It also states that these documents were in force and effect at the time of signing the agreement and remain unchanged as of the date of the certificate.

 

The fourth section pertains to the board resolutions. It includes a copy of the written resolutions of the board of directors, which approve the terms of the finance documents and authorize their execution, delivery, and performance. It also confirms that these resolutions are still valid and have not been amended or terminated.

 

The fifth section discusses the authorized signatories. It states that the agreement and other finance documents have been signed and delivered by the company, and each person who signed them was authorized to do so. It also provides a list of names, titles, and specimen signatures of the authorized signatories.

 

The sixth section addresses the borrowing arrangement. It certifies that borrowing or guaranteeing the total commitments under the agreement will not exceed any borrowing or guaranteeing limit binding on the company.

 

The seventh section refers to other documents specified in the agreement's schedule 2. It confirms that these documents are correct, complete, and in force, without any amendments or terminations.

 

Finally, the director certifies in the last section that the company is solvent as of the date of the certificate.

 

In summary, the Director's Certificate is a comprehensive document that provides detailed information about the company's legal and financial status. It includes certifications, confirmations, and supporting documents to ensure the company's compliance with the agreement and its ability to fulfill its obligations.

How to use this document?

1. Review the agreement: Familiarize yourself with the agreement to understand its requirements and the purpose of the Director's Certificate.

2. Gather the necessary documents: Collect the constitutional documents of the company, including the memorandum and articles of association, certificate of incorporation, certificate of change of name, business registration certificate, and annual return. Ensure that these documents are true, complete, and up-to-date.

3. Prepare the board resolutions: Draft written resolutions of the board of directors that approve the terms of the finance documents and authorize their execution, delivery, and performance. Make sure these resolutions are accurate, complete, and in full force.

4. Identify authorized signatories: Determine the individuals who are authorized to sign the finance documents on behalf of the company. Prepare a list of their names, titles, and obtain their specimen signatures.

5. Verify borrowing arrangement: Confirm that borrowing or guaranteeing the total commitments under the agreement will not exceed any borrowing or guaranteeing limit binding on the company.

6. Check other documents: Ensure that all other documents specified in the agreement's schedule 2 are correct, complete, and in force without any amendments or terminations.

7. Assess solvency: Certify that the company is solvent as of the date of the certificate.

8. Compile the Director's Certificate: Organize the information and certifications into the required format, including the title, parties involved, date, and sections mentioned above.

9. Sign and deliver the certificate: Once the Director's Certificate is prepared, ensure that it is unconditionally signed and delivered by the company. Make sure that the authorized signatories sign the certificate and any accompanying documents.

10. Maintain records: Keep copies of the Director's Certificate, supporting documents, and any related communications for future reference and compliance purposes.