Is an electronic signature valid?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention criteria are satisfied.

When is notarization required?

Notarization depends on state law and transaction type; certificates attached to deeds or certain security documents often require a notary or witnesses per state requirements.

Who may sign the certificate?

An authorized corporate officer (CFO, Treasurer, or other delegated signatory) should sign. Confirm authority by corporate resolution or officer certificate to avoid disputes.

Can I amend a submitted certificate?

Yes, but treat amendments as separate documents: mark prior versions superseded, obtain re-signature from all parties, and retain an audit trail showing changes and dates.

How do I store signed certificates securely?

Store signed documents with a tamper-evident audit trail, restrict access, and retain electronic copies per federal and industry retention rules such as IRC §6501(a) and 45 CFR §164.530(j) for HIPAA records.

What if the lender rejects the certificate?

Address lender comments promptly, provide missing supporting documents, correct factual errors, and if needed obtain legal review to resolve covenant interpretation disputes.

Electronic Signature
Templates
Finance
Finance Use of Proceeds Certificate

Finance Use of Proceeds Certificate

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

FINANCE USE OF PROCEEDS CERTIFICATE

Client Name: Lender Name:

Transaction Reference: Certificate Date:

Transaction Details

Principal Amount Closing Date Agreement Reference (section/article)

Schedule of Use of Proceeds

DescriptionAmountCategoryNotes

Subtotal Fees and Expenses (if applicable) Total Proceeds Applied

Certifications and Representations

The undersigned, on behalf of Client Name: (the "Borrower"), hereby certifies as of Certificate Date: under penalty of perjury that the following statements are true and correct:

1. Application of Proceeds: All proceeds of the Transaction identified above have been applied, or are reasonably expected to be applied within a commercially reasonable period, solely for the uses set forth in the Schedule of Use of Proceeds and for no other purpose except as permitted under the Loan Documents and applicable law.

2. No Prohibited Uses: No portion of the proceeds has been used, directly or indirectly, for any purpose that would constitute a violation of any law applicable to the Borrower or the Lender, including but not limited to prohibitions on money laundering, sanctions, and illicit activity. The Borrower further certifies that proceeds have not been used for political contributions or for the personal benefit of any related parties in contravention of the Loan Documents.

3. Accuracy of Schedule: The amounts and descriptions set forth in the Schedule of Use of Proceeds are true, complete and prepared in accordance with the Borrower's customary accounting practices and reflect the application of proceeds through the Certificate Date.

4. Allocation and Reallocation: The Borrower will notify the Lender in writing within days of any material reallocation of proceeds among the categories listed in the Schedule or any transfer of funds to applications not described in the Schedule. Any reallocation is subject to the Lender's consent if required by the Loan Documents.

5. Records Retention and Audit: The Borrower will retain books, records and supporting documentation sufficient to substantiate the uses of proceeds for a period of years following the application of proceeds and will permit the Lender or its authorized designee to examine such records upon reasonable notice during normal business hours.

6. Remedies: If any certification or representation contained herein is false or becomes false in any material respect, the Lender shall have all remedies available under the Loan Documents and at law or in equity, including but not limited to acceleration and recovery of damages.

7. Continuing Obligation: This certificate is a continuing representation and shall survive any disbursement of proceeds and shall continue until all proceeds have been finally applied in accordance with the Schedule and the Loan Documents.

Representations — Check Applicable

Proceeds used exclusively for permitted capital expenditures or working capital (Select if true)

To the best of the Borrower's knowledge, application of proceeds complies with all tax covenants applicable to the Transaction (Select if true)

No proceeds have been disbursed to any person or entity in a manner contrary to the Loan Documents (Select if true)

Notes, Exceptions and Additional Information

Certification of Authorized Officer

I, the undersigned, certify that I am an authorized officer of the Borrower and that the foregoing statements and the information contained in the Schedule of Use of Proceeds are true, correct and complete to the best of my knowledge and belief.

Officer Name Officer Title Contact for Follow-up (address and phone)

Party Label:

By:

Date:

What the Finance Use of Proceeds Certificate Is

A Finance Use of Proceeds Certificate is a signed statement that specifies how loaned or financed funds will be applied by the borrower. It typically breaks down amounts by category (capital expenditures, operations, debt service, reserves), confirms consistency with loan covenants, and provides lender assurances the funds will not be diverted. The certificate supports underwriting, closing, and compliance reviews and may be required at disbursement, periodic reporting, or final audit.

Why this Certificate Matters to Lenders and Borrowers

The certificate documents intent and allocation of funds, reduces borrower-lender disputes, supports regulatory and tax compliance, and creates an auditable trail for internal controls and external audits.

Who Prepares and Who Reviews the Certificate

Roles vary by transaction size and industry; larger loans commonly involve formal certification and auditor sign-off.

Borrower CFO or Treasurer responsible for preparing and attesting to the allocation and supporting schedules.
Lender Credit Officer or Portfolio Manager who reviews allocation against loan covenants and disbursement conditions.
Outside Counsel or Auditor who verifies legal compliance, tax effects, and the integrity of supporting documentation.

Core Sections to Include in a Professional Certificate

A complete Finance Use of Proceeds Certificate is organized into defined sections that document parties, amounts, allocation breakdowns, supporting schedules, representations, and signature blocks.

Parties

Identify the lender, borrower, guarantors, and any agent with full legal names and business addresses to establish contracting parties.

Loan Details

State the loan/commitment reference, principal amount, currency, closing date, and any tranche or drawdown identifiers used for accounting.

Use Categories

Provide a categorical breakdown (e.g., CapEx, working capital, refinancing, fees) with amounts and percentage allocations for transparency.

Supporting Schedules

Attach invoices, contracts, closing statements, or internal allocation worksheets that substantiate each line item requested for disbursement.

Certifications

Include borrower attestations that funds will be used per schedule, that no material changes will occur, and that no prohibited uses apply.

Signatures

Provide signer name, title, date, and witness or notary blocks as required to validate the certification for the lender's records.

Essential Data Fields to Record

Borrower Name: Legal entity name

Lender Name: Lender or agent name

Loan Amount: Principal value

Allocation Lines: Use category totals

Effective Date: MM/DD/YYYY

Certification Clause: Signed attestation

Step-by-Step: Completing the Certificate

Follow a concise sequence from preparation to final delivery to meet lender and compliance requirements without introducing errors.

01

Prepare Schedule: Compile invoices and contracts supporting each allocation line.
02

Complete Form: Enter borrower, loan, and amount details accurately.
03

Review Internally: Controller or CFO validates numbers and supporting documents.
04

Sign and Deliver: Obtain required signature, notarization if needed, and send to lender.

How to Configure an Online Completion Workflow

Set up a digital workflow to streamline compilation, approvals, and secure delivery while preserving an auditable trail.

Field	Configuration
Template	Pre-fill static data, reuse across similar loans
Conditional Fields	Show or hide allocation lines based on loan type
Signer Roles	Assign borrower, approver, and lender reviewer
Authentication	Enable email, SMS, or stronger signer verification

Typical Routing and Submission Flow

A standard flow moves the certificate from preparer to approver, through signing, and into lender records with an audit trail captured.

Draft: Borrower uploads document and attaches supporting schedules.
Internal Approval: Controller or CFO reviews and signs off prior to external signature.
External Signing: Lender or agent reviews, signs, and accepts via eSignature.
Archive: Final signed certificate and audit trail stored in lender file.

Delivery and Platform Considerations

Platforms that capture IP, timestamps, and a certificate of completion help meet ESIGN and UETA requirements while simplifying audits.

Integrations: Connect with core systems like CRM or ERP to attach loan records.
Formats: Support PDF and DOCX and preserve original formatting.
Authentication: Offer email, SMS code, KBA, or enterprise SSO for signer verification.

Common Timing and Reporting Deadlines

Establish clear milestone dates for certification to avoid funding delays and meet audit or covenant reporting schedules.

Issuance Date:

Date certificate is prepared and effective for the disbursement request.

Lender Review Period:

Typically 3–10 business days depending on complexity and supporting documentation.

Funding Cutoff:

Final date by which certified funds must be disbursed or tranche expires.

Periodic Reporting:

Quarterly or annual follow-up certifications as required by loan agreement.

Audit Reservation:

Allow 30–90 days post-submission for lender audit queries or verification.

Consequences of Incorrect or Misleading Certifications

Breach of Covenant: May trigger default remedies

Misuse of Funds: Potential requirement to repay or substitute funds

Tax Exposure: Incorrect reporting can affect tax deductions

Regulatory Risk: Compliance issues for regulated entities

Reputational Harm: Loss of lender trust

Fraud Liability: Civil or criminal exposure

Common Preparation Errors to Avoid

Omitting supporting invoices or contracts that tie amounts to specific allocation lines, which leads to lender follow-up and funding delays.
Entering inconsistent borrower names or incorrect signer titles, creating authority disputes and requiring corrective affidavits.
Using vague allocation labels such as 'general purposes' without a breakdown, which can violate loan covenants or tax rules.
Failing to date signatures or to include notarization/witness blocks where required, undermining enforceability and acceptance.

Real-World Examples of Use

Practical examples show how certificates accelerate funding and clarify audit trails across transactions.

Optica Ventures

Optica used a standardized certificate to document use for a capital raise

Resulted in faster lender review and cleared conditions precedent
The interface was simple for internal teams and customers, improving turnaround and auditability.

Martin Properties

Martin Properties used the certificate for multiple construction draw requests

Each draw referenced invoices and contracts
The online workflow allowed compliant execution and reduced time-to-fund while maintaining a secure audit trail.

Typical eSignature Pricing and Capability Comparison

Compare entry pricing and key capabilities relevant to recurring finance certifications; signNow appears first for parity in feature and pricing comparison.

	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 trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions and Troubleshooting

Answers to common questions about validity, signing, authentication, and recordkeeping for Use of Proceeds Certificates.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention criteria are satisfied.
When is notarization required?
Notarization depends on state law and transaction type; certificates attached to deeds or certain security documents often require a notary or witnesses per state requirements.
Who may sign the certificate?
An authorized corporate officer (CFO, Treasurer, or other delegated signatory) should sign. Confirm authority by corporate resolution or officer certificate to avoid disputes.
Can I amend a submitted certificate?
Yes, but treat amendments as separate documents: mark prior versions superseded, obtain re-signature from all parties, and retain an audit trail showing changes and dates.
How do I store signed certificates securely?
Store signed documents with a tamper-evident audit trail, restrict access, and retain electronic copies per federal and industry retention rules such as IRC §6501(a) and 45 CFR §164.530(j) for HIPAA records.
What if the lender rejects the certificate?
Address lender comments promptly, provide missing supporting documents, correct factual errors, and if needed obtain legal review to resolve covenant interpretation disputes.

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