Certified true copy of corporate documents

If the purchase agreement or a lender calls for certified copies of the articles and resolutions at closing, who can certify depends on whether the document sits in the corporation’s own records or on file with a registry. See what happens on closing day and the officer’s certificate.

The corporation’s own records

Under section 257(1) of the Canada Business Corporations Act, a certificate issued on behalf of a corporation stating any fact set out in its articles, by-laws, a unanimous shareholder agreement, the minutes of directors, committees or shareholders, or a trust indenture or other contract to which it is a party may be signed by a director, an officer or a transfer agent. Under section 257(2), a certified extract from a securities register, or a certified copy of minutes or an extract from minutes, is, in the absence of evidence to the contrary, proof of the facts so certified when introduced as evidence in a civil, criminal or administrative proceeding.

Copies from a registry

Under section 266(2), the federal Director must, on request, provide any person with a certified copy of a document that may be examined under section 266(1), which turns on payment of the required fee and excludes certain information that subsection lists. British Columbia’s government says its registry request service covers certified copies of filed and registered documents, and that information about shareholders and share certificate details is not available through it.

• Who signs, and in what capacity.
• The date of the certification and of the document certified.
• Whether the copy is of a filed document or of the corporation’s own record.
• What form the lender or the purchase agreement requires. This entry covers the federal Act and British Columbia’s registry only.