Who is authorized to sign the certificate?

The corporate secretary or an authorized officer signs and attests. If authority is delegated, include a referenced board resolution or corporate minutes naming the designee.

Is electronic signing legally valid?

Yes for most commercial transactions under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.

When is notarization required?

Notarization is required when a counterparty or a state law demands an acknowledgement or jurat. Confirm the governing state's notary and witness rules before execution.

How long must we keep the signed certificate?

Retain for the project lifecycle and at least 3 years for tax records (IRC §6501(a)); healthcare records follow HIPAA 6-year rules (45 CFR §164.530(j)).

What if the signatory's name differs from corporate records?

Correct the discrepancy before signing. Mismatched names can cause banks or counterparties to reject the certificate and delay transactions.

Can the certificate be revoked or amended?

Yes — amend or issue a revocation signed and dated by the same corporate officer. Document the board action authorizing the change to preserve evidentiary chain.

Electronic Signature
Templates
Project Management
Project Management Secretary's Certificate

Project Management Secretary's Certificate

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

PROJECT MANAGEMENT SECRETARY'S CERTIFICATE

Project Identification

Certificate Number Project ID Client Name Service Provider Name Designated Project Manager

Recitals and Certification

I, the undersigned Secretary of the Service Provider named above, hereby certify that at a duly convened meeting of the board of directors or other governing body held on , the following resolutions were adopted and remain in full force and effect:

The Secretary certifies that the foregoing resolutions authorize the Service Provider to: (a) execute project agreements and amendments related to the Project identified above; (b) commit the approved budget up to the authorized amount; and (c) appoint the designated project manager to act on behalf of the Service Provider with respect to all project execution matters, subject to the limitations set forth in this certificate.

Matters certified (check all applicable): Approval of Scope of Work Approval of Budget Appointment of Project Manager Authorization to Execute Contracts

Scope of Work

Scope of Work (summary) Out-of-Scope Items

Deliverables and Acceptance Criteria

The Service Provider will deliver the items set forth below. Each deliverable must meet the acceptance criteria specified and be accepted in writing by the Client prior to final payment.

Timeline and Milestones

Planned Start Date Planned End Date Key Milestone 1 — Description Milestone 1 — Target Date Key Milestone 2 — Description Milestone 2 — Target Date Key Milestone 3 — Description Milestone 3 — Target Date

Budget, Payments and Change Orders

Total Approved Budget Payment Schedule Change Order Approval Threshold (amount requiring senior approval) Change Order Process

Confidentiality

The parties acknowledge that certain information exchanged in connection with the Project constitutes confidential or proprietary information. Each party agrees to maintain such information in confidence and to use it solely for the performance or oversight of the Project. Disclosure is permitted only to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations at least as protective as those set forth in this certificate or the underlying project agreement.

Governing Law

Governing Law (jurisdiction)

Secretary's Attestation

I hereby certify under penalty of perjury that the foregoing is a true and correct record of the resolutions adopted by the Service Provider and that the signatures below are of persons authorized to act on behalf of the respective parties for the purposes described herein.

Corporate Secretary Name Secretary Title Date of Attestation

The Secretary further certifies that all corporate actions necessary to authorize the Service Provider to enter into and perform the Project documents have been taken and that the persons executing the Project documents on behalf of the Service Provider are duly authorized to do so.

Client Representative:

By:

Date:

Service Provider Representative:

By:

Date:

What the Project Management Secretary's Certificate Is

A Project Management Secretary's Certificate is a formal corporate document signed by a corporate secretary (or equivalent officer) that certifies facts about an entity and authorizes specific individuals to act on behalf of the organization for a named project. It typically confirms the entity's legal name, corporate good standing, board resolutions or delegated authority, authorized signatories, and limits on those powers. The certificate is used to support contracting, permitting, financing, and compliance steps where counterparties or public agencies require written proof of authority.

Why this certificate matters for project controls and contracting

The certificate creates a clear, auditable record of corporate authority that counterparties and public agencies can rely on. It reduces contractual risk, streamlines approvals, and documents delegated authority for audits and legal review under ESIGN (15 U.S.C. §7001) and state UETA rules where applicable.

Who prepares and relies on this certificate

The certificate provides legal and operational certainty for internal teams and third parties during project lifecycle events.

Corporate Secretary or General Counsel — drafts certificate, confirms corporate minutes and resolutions, and attests to authority in writing.
Project Manager or Sponsor — attaches the certificate to contracts to show authorized delegation for procurement and execution.
Lenders, Investors, and Counterparties — use the certificate to verify signing authority before funding or executing agreements.

Step-by-step: preparing and executing the certificate

Complete these steps in order to create a legally defensible certificate that third parties will accept.

01

Confirm authority: Review board minutes or resolutions delegating authority to sign.
02

Draft text: State facts, authorized persons, project scope, and effective date.
03

Sign and attest: Corporate secretary signs, dates, and adds corporate seal if used.
04

Notarize if required: Obtain notarization or witnesses per counterparty or state rules.

Digital workflow settings for electronic completion

Configure an e-signature workflow that preserves attribution, consent, and a complete audit trail before sharing the certificate.

Field	Configuration
Signer Order	Sequential: corporate secretary then counterparty reviewer
Authentication	Email plus SMS code or ID check for high assurance
Audit Trail	Enable IP, timestamp, and action logging
Retention	Set automatic retention in secure repository

Technical considerations for eSigning and storage

Ensure the platform can export signed PDFs with embedded audit evidence and that retention policies meet legal requirements.

File formats: PDF and DOCX accepted for legal records
Integrations: Connect to SharePoint, NetSuite, or CRM
Authentication: Support for SMS, email, or KBA

Typical eSigning flow for a secretary's certificate

A consistent signing flow reduces friction and preserves legal validity when using electronic signatures.

Upload document: Sender uploads the finalized certificate to the signing platform.
Place fields: Add signature, date, and optional notary fields.
Authenticate signer: Use email link plus additional verification if required.
Complete and archive: Signed copy and audit trail are delivered and stored securely.

Essential elements to include in a professional certificate

A complete certificate contains standardized elements to make authority traceable and enforceable across transactions and jurisdictions.

Corporate identification

Full legal name, jurisdiction of formation, and corporate address to confirm the entity signing or granting authority.

Resolution summary

Concise excerpt of the board resolution or corporate action that delegates authority for the project.

Authorized agents

Named officers with explicit limits on scope, monetary thresholds, and the types of documents they may sign.

Project linkage

Project name, contract ID, or permit references to tie the certificate to specific obligations and records.

Attestation language

Secretary's declaration that facts are true to the best of their knowledge, with signature and date fields.

Notary block

State-specific acknowledgement or jurat language and space for notary signature and seal when required.

Security and compliance features to protect the certificate

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

Audit trail: Timestamps, IP addresses, and event log

Access controls: Role-based permissions and SSO

HIPAA BAA: Business Associate Agreement available

21 CFR Part 11: Compliant options for FDA-regulated records

Authentication: Email, SMS, KBA, and advanced options

Common risks and legal consequences of defects

Invalid authority: Counterparty may refuse contract performance

Contract unenforceability: Courts may decline to enforce without proof

Withholding risk: Tax or payment withholding if signatory unauthorized

Notary deficiency: Improper notarization can void an acknowledgement

Data exposure: Inadequate security risks confidentiality breaches

Regulatory penalties: Industry fines for noncompliant recordkeeping

Compare typical eSignature vendor pricing and essentials

This table summarizes starting prices and common capability differences. signNow appears first per platform comparisons to show entry-level cost and key compliance features.

	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	Varies	Varies	Varies
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions about the certificate

Answers to common procedural and legal questions when preparing or relying on a Project Management Secretary's Certificate.

Need help? Contact support

Who is authorized to sign the certificate?
The corporate secretary or an authorized officer signs and attests. If authority is delegated, include a referenced board resolution or corporate minutes naming the designee.
Is electronic signing legally valid?
Yes for most commercial transactions under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.
When is notarization required?
Notarization is required when a counterparty or a state law demands an acknowledgement or jurat. Confirm the governing state's notary and witness rules before execution.
How long must we keep the signed certificate?
Retain for the project lifecycle and at least 3 years for tax records (IRC §6501(a)); healthcare records follow HIPAA 6-year rules (45 CFR §164.530(j)).
What if the signatory's name differs from corporate records?
Correct the discrepancy before signing. Mismatched names can cause banks or counterparties to reject the certificate and delay transactions.
Can the certificate be revoked or amended?
Yes — amend or issue a revocation signed and dated by the same corporate officer. Document the board action authorizing the change to preserve evidentiary chain.

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