Who may sign the certification

Typically the corporate secretary or an authorized officer signs the certification. Use the officer title used in corporate filings to avoid ambiguity, and ensure the signer is listed in the officer roster included with the certification.

Is notarization always required

Notarization is not universally required but many banks and title companies request it for added assurance. Confirm the recipient's requirements and arrange notarization or a remote online notarization (RON) if accepted.

Can the certification be e-signed

Yes, e-signatures meeting ESIGN (15 U.S.C. ch. 96) and applicable UETA rules are valid. Ensure the platform captures intent, consent, attribution, and retention to satisfy legal requirements.

What to do if a recipient rejects it

Request specific rejection reasons, confirm whether notarization or additional supporting documents are needed, and supply corrected or supplemental materials promptly to avoid transaction delay.

How to update an existing certification

Prepare a new certification reflecting changes, have the authorized officer sign and date it, and distribute the updated version to prior recipients and internal records.

How long to retain signed certifications

Retain certifications for the active term plus recommended post-termination periods; follow IRS (IRC §6501(a)) and industry-specific retention rules such as HIPAA's six-year requirement for PHI-related records.

Electronic Signature
Templates
Miscellaneous
Corporate Bylaws Certification

Corporate Bylaws Certification

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

CORPORATE BYLAWS CERTIFICATION

Corporation Name:

State of Incorporation: Date of Incorporation:

Registered Office Address

WHEREAS

1. Whereas the corporation named above was duly organized and incorporated under the laws of the state identified above and is authorized to adopt and maintain corporate bylaws governing its corporate affairs and internal governance.

2. Whereas the board of directors of the corporation has duly considered, adopted, and ratified the corporate bylaws and any amendments set forth herein and desires to certify the current bylaws and the record of their adoption and amendment for third-party reliance.

3. Whereas this Certification is executed to confirm the authenticity and current status of the corporate bylaws and to state the authority and capacity of the signatories to so certify.

SCOPE OF CERTIFICATION

Scope (describe the bylaws or specific provisions being certified)

CERTIFICATION

I, the undersigned, hereby certify that I am the duly appointed and acting of the corporation named above; that the attached document titled "Bylaws" is a true, correct and complete copy of the bylaws of the corporation as duly adopted and currently in effect; and that all amendments to such bylaws, if any, are accurately listed in this Certification.

List of Amendments and Dates

The undersigned further certifies that the bylaws and listed amendments have been duly recorded in the corporate minute book and that the corporate records reflect the adoption dates and approvals required by the corporate charter and bylaws.

FEES AND PAYMENT

Certification Fee Amount: Payment Schedule:

Late Fee: — any unpaid fee past the due date shall accrue interest at the rate set forth herein and may be recovered by the corporation in addition to costs of collection.

TERM AND TERMINATION

Effective Date of Certification: .

Expiration Date for Reliance: . This Certification may be withdrawn or superseded upon written notice delivered to any third party that has relied on this Certification.

Notice Period for Withdrawal: days' prior written notice shall be required to terminate the effectiveness of this Certification for future reliance.

CONFIDENTIALITY

All information produced in connection with this Certification, including corporate records and copies of bylaws, shall be treated as confidential and used only for the stated purposes of verifying governance documents. The recipient shall not disclose such information except as required by law or with the express written consent of the corporation.

GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Certification constitutes the entire statement of certification by the corporation with respect to the corporate bylaws described herein and supersedes any prior oral or written certifications or representations relating to the same subject matter.

REPRESENTATIONS

The undersigned represents and warrants that the statements contained in this Certification are true and correct to the best of the undersigned's knowledge and belief, and that the undersigned is authorized by the corporation to execute this Certification on behalf of the corporation.

Corporation Authorized Representative

Printed Name:

By:

Title:

Date:

Certifying Officer

Printed Name:

By:

Title:

Date:

What a Corporate Bylaws Certification Is and When it’s Used

The Corporate Bylaws Certification is a formal, signed statement by a corporation's officers or corporate secretary that confirms the current bylaws, the date they were adopted or last amended, and which officers are authorized to act on behalf of the corporation. It functions as documentary proof for banks, title companies, counterparties, and regulators that governance formalities have been observed and that listed officers have authority. When transmitted electronically, the certification must satisfy federal and state e-signature standards such as the ESIGN Act (15 U.S.C. ch. 96) and applicable UETA provisions to be enforceable.

Why a Clear Certification Matters for Corporate Transactions

A clear Corporate Bylaws Certification reduces verification friction, confirms signing authority for bank and title transactions, and minimizes requests for additional documentation. It centralizes governance facts for counterparties, supports compliance checks, and lowers the risk of rejected transactions or delays.

Who Relies on a Corporate Bylaws Certification

Corporate officers, corporate secretaries, and external reviewers use this certification to verify authority and governance status before undertaking transactions.

Corporate officers and secretaries — Prepare, attest, and maintain a current certification for corporate records and external requests.
Banks and financial institutions — Use the certification to open accounts, approve loans, and verify authorized signers for transactions.
Title companies and counterparties — Require certification when accepting deeds, stock transfers, or executing contractual commitments on behalf of the corporation.

The certification standardizes responses to requests and helps both internal teams and external parties accept authority without repeated document exchange.

Core Elements to Include in a Professional Certification

A professional Corporate Bylaws Certification contains a concise set of standardized elements so recipients can quickly confirm authority without extra follow-up.

Certification Title

A clear heading (e.g., 'Corporate Bylaws Certification') that identifies the document as an official corporate attestation for third parties and recordkeeping purposes.

Adoption Statement

A short statement confirming the bylaws were adopted or last amended, including the exact adoption or amendment date presented in MM/DD/YYYY format for clarity.

Officer Roster

A current list of officers and their titles, showing who holds positions such as President, Secretary, and Treasurer and who is authorized to sign.

Authority Clause

A declaration describing the scope of each officer's authority (banking, contracts, transfers) so recipients know the limits of the certification.

Signature Block

A signature line for the certifying officer or corporate secretary with printed name, title, and date; include company seal if used by the corporation.

Notary or Attestation

If required by the recipient, an acknowledgment or notary block for notarization or witness signatures; note that requirements vary by state and recipient.

Step-by-Step: Completing and Certifying the Bylaws

Follow these steps to assemble, sign, and deliver a Corporate Bylaws Certification that third parties can rely on for authority verification.

01

Prepare: Collect the bylaws, board minutes, and current officer roster to confirm facts before drafting the certification.
02

Draft: Create a short attestation showing adoption/amendment dates and listing authorized officers with titles.
03

Execute: Have the corporate secretary or authorized officer sign and date; notarize if the recipient requires acknowledgment.
04

Deliver: Provide a certified copy to the requesting party via secure upload, email with audit trail, or physical delivery.

Where Certified Bylaws Typically Flow After Signing

Common submission and routing options depend on recipient preference and whether the certification is delivered electronically or on paper.

Internal Record: Retain the original signed certification in the corporate minute book as the primary record of governance.
Bank Submission: Provide the certification to banks via secure portal upload or in-branch delivery to open accounts or authorize signers.
Title and Closing: Send to title companies and closing agents to verify authority for real estate transfers and document executions.
Counterparty Exchange: Supply counterparties or contract counterparties as part of diligence packages or to meet vendor onboarding requirements.

Technical and Compliance Considerations for Electronic Submission

Electronic delivery of a Corporate Bylaws Certification must preserve signer identity, document integrity, and an auditable record of consent.

File Formats: PDF or DOCX recommended
Authentication: Email link, SMS code, or stronger authentication
Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace

Typical eSignature Pricing & Feature Comparison for Certification Workflows

This table summarizes common vendor starting prices and feature availability relevant to executing Corporate Bylaws Certifications; plan details and availability vary by vendor and tier.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial, no credit card	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Available (Business Premium tier)	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Yes (BAA available)	Yes (BAA available)	Varies by plan	Varies by plan
Envelope Cap	No envelope cap	100 envelopes/user/year limit	Varies by plan	Varies by plan	Varies by plan

Security and Compliance Features to Preserve Validity

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Comprehensive timestamp, IP, and action logs

Certifications: SOC 2 Type II, ISO 27001

Regulatory Support: ESIGN and UETA compliant

HIPAA Support: BAA available for protected health information

21 CFR Part 11: Controls available for FDA-regulated use

Common Risks and Consequences of Improper Certification

Refusal by Recipient: Bank or title company may reject uncertified or improperly signed documents

Contract Delay: Transactions can be delayed pending additional verification or corrected documents

Authority Dispute: Third parties may dispute signature authority without clear officer listings

Costs to Cure: Additional notary, travel, or attorney fees to rectify defects

Recordkeeping Gaps: Insufficient retention can hamper audits or legal defense

Regulatory Scrutiny: In regulated industries, noncompliance can trigger inquiries or penalties

Practical Tips for Accurate, Efficient Certifications

Follow consistent templates, confirm recipient requirements, and keep full records of execution and delivery to reduce rework and disputes.

Verify Legal Names and Titles

Cross-check the corporation's legal name and officer titles against the Secretary of State filing to avoid mismatches that prompt rejections.

Use Consistent Date Formats

Record adoption, amendment, and certification dates in MM/DD/YYYY format to eliminate ambiguity for banks and auditors.

Confirm Notary Needs Upfront

Ask the recipient if notarization or witness signatures are required and whether a remote online notarization (RON) is acceptable.

Keep an Audit Trail

Retain signed copies, delivery receipts, and e-signature audit reports to demonstrate authenticity and chain of custody.

Real-World Examples of Certification Use

The following summaries show how organizations rely on a concise certification to speed routine governance verifications.

Optica Ventures LLC

The company consolidated officer lists for bank onboarding

Certification paired with board minutes
This reduced bank follow-ups and standardized future verification requests, saving administrative time.

Martin Properties

Used certification in property closings to confirm signatory authority

Paired with notarization where required
The clear attestation reduced title company requests and shortened closing timelines.

Typical Timing and When to Provide a Certification

Provide the certification promptly when requested; timing expectations depend on the recipient and transaction urgency.

Upon Request:

Provide certification immediately when a bank, title agent, or counterparty requests proof of authority.

Before Closing:

Deliver certified bylaws ahead of real estate or major contract closings to prevent last-minute delays.

At Account Opening:

Submit certification with account opening paperwork to verify authorized signers.

After Amendments:

Issue an updated certification whenever bylaws are amended or officers change.

Retention Reminder:

Keep executed certifications in the corporate records for the retention period applicable to related documents.

FAQs and Troubleshooting for Corporate Bylaws Certification

Answers to common questions about execution, notarization, electronic delivery, and what recipients typically expect.

Need help? Contact support

Who may sign the certification
Typically the corporate secretary or an authorized officer signs the certification. Use the officer title used in corporate filings to avoid ambiguity, and ensure the signer is listed in the officer roster included with the certification.
Is notarization always required
Notarization is not universally required but many banks and title companies request it for added assurance. Confirm the recipient's requirements and arrange notarization or a remote online notarization (RON) if accepted.
Can the certification be e-signed
Yes, e-signatures meeting ESIGN (15 U.S.C. ch. 96) and applicable UETA rules are valid. Ensure the platform captures intent, consent, attribution, and retention to satisfy legal requirements.
What to do if a recipient rejects it
Request specific rejection reasons, confirm whether notarization or additional supporting documents are needed, and supply corrected or supplemental materials promptly to avoid transaction delay.
How to update an existing certification
Prepare a new certification reflecting changes, have the authorized officer sign and date it, and distribute the updated version to prior recipients and internal records.
How long to retain signed certifications
Retain certifications for the active term plus recommended post-termination periods; follow IRS (IRC §6501(a)) and industry-specific retention rules such as HIPAA's six-year requirement for PHI-related records.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now