Corporate Resolution Certificate

Company: [Company Name] · Date: [Date]

I, [Name], the duly elected Secretary of [Company Name] (the "Company"), hereby certify that the following resolution was duly adopted by the Board of Directors of the Company at a meeting held on [Date] [or by unanimous written consent dated [Date]], at which a quorum was present throughout, and that this resolution has not been amended or rescinded and remains in full force and effect:

Resolution

RESOLVED, that [state the specific action authorized — e.g. "the Company is authorized to open a bank account with [Bank Name]" / "[Officer Name] is authorized to execute the [Agreement Name] on behalf of the Company" / "the Company is authorized to borrow up to [Amount] from [Lender]"].

FURTHER RESOLVED, that [Officer Name(s)], as [Title], is/are authorized to execute any and all documents necessary to carry out the foregoing resolution on behalf of the Company.

Certification

I further certify that the Bylaws of the Company do not conflict with the foregoing resolution, and that the officer(s) named above hold the office(s) indicated.

Secretary signature: ______________________ Date: ____________ [Name], Secretary

*This document is provided for informational and educational purposes only and does not constitute legal advice. Banks and counterparties in significant transactions routinely require this exact certified proof that a specific action was actually authorized by the board — keeping meeting minutes current and issuing this certificate promptly after a relevant vote saves real time when a transaction needs to close quickly.*