An Officer Certificate is a document that is typically signed by one or more officers of a company to provide certification or confirmation of certain facts or events related to the company. The certificate can be used for a variety of purposes, such as to confirm the authority of the signatory to enter into a transaction, to confirm the accuracy of financial statements, or to confirm compliance with legal or contractual requirements.
For example, in the context of a financing transaction, the company may be required to provide an officer certificate to the investor to confirm that all necessary corporate actions have been taken and that the transaction is in compliance with the company’s organizational documents and applicable laws.
An officer certificate is generally considered to be a legal document and the signatories may be held liable for any false or misleading statements contained therein. As such, it is important that the signatories take care to ensure that the certificate is accurate and complete, but also – that personal liability is excluded.