Officer’s certificate

A buyer or lender may ask the seller’s corporation to deliver a signed certificate at closing. If so, put it on the closing checklist. A bring-down certificate, confirming that the representations are still true at closing, is one kind. See what happens on closing day.

Who counts as an officer

The Canada Business Corporations Act, section 2, defines an officer as an individual appointed as an officer under section 121, a holder of an office it lists (such as the chairperson of the board, president, vice-president, secretary or treasurer), or any other individual who performs functions for a corporation similar to those normally performed by someone in those offices. Corporations Canada says officers are responsible for the day-to-day operation of the corporation. The Act itself uses the device in its trust indenture provisions, where evidence of compliance consists of a statutory declaration or certificate made by a director or an officer, plus a legal or audit opinion where the indenture requires that review (sections 86 and 87). Provincial corporate statutes have their own definitions.

What to ask

• Who will sign, and whether that person is an officer under the governing Act
• What exactly is being certified, and whether it is limited to the signer’s knowledge
• Whether the signer is personally liable, or signs only for the corporation