Also known as:officers certificate · officer certificate · officer's certificate · corporate officer's certificate
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
1
in wills law
A document issued by an officer authorized to administer oaths under state law that records the testator's acknowledgment of the will and the attesting witnesses' sworn affidavits. The certificate, affixed under official seal, supplies the evidentiary foundation that permits a will to be treated as self-proved.
2
Sense 1
1
in wills law
A document issued by an officer authorized to administer oaths under state law that records the testator's acknowledgment of the will and the attesting witnesses' sworn affidavits. The certificate, affixed under official seal, supplies the evidentiary foundation that permits a will to be treated as self-proved.
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Uniform Acts
Sense 2
2
in mergers and acquisitions
A written statement signed by a corporate officer confirming that specified closing conditions, such as performance of covenants or accuracy of representations, have been satisfied as of the closing date.
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Examples
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8
Practice Questions5
in mergers and acquisitions
A written statement signed by a corporate officer confirming that specified closing conditions, such as performance of covenants or accuracy of representations, have been satisfied as of the closing date.
Each sense below has its own examples, sources, and questions.
Oliver Okeke signed his will in the presence of two witnesses who then signed as attesting witnesses. He and the witnesses then appeared before a commissioned notary who administered the required oaths and issued a certificate under seal reciting the acknowledgments and affidavits. Because the officer's certificate satisfied the statutory formalities, the will qualifies as self-proved and can be admitted to probate without live witness testimony.
Frequently Asked3
What must an officer's certificate contain to make a will self-proved?+
The certificate must evidence both the testator's acknowledgment of the will and the attesting witnesses' sworn affidavits before an officer authorized to administer oaths. The certificate must be issued under official seal and substantially follow the statutory form. Without the witnesses' affidavits, the will is not self-proved even if the testator's acknowledgment alone is notarized.
Supporting sources
Does a notary's limited authority prevent a will from being self-proved?+
Yes. The officer must be authorized under state law to administer oaths for estate documents, not merely for internal corporate compliance filings. A certificate that misstates the officer's authority or lacks an official seal fails to satisfy the statutory requirements even if the form language is otherwise correct.
Supporting sources
Can a self-proving affidavit be administered by video from another state?+
No. The officer must be authorized under the laws of the state where the will is executed. An officer commissioned only in another state who acts remotely lacks the required authority, so the will is not self-proved regardless of the form of the affidavit.
Supporting sources
1
Bring-Down Certificate Delivered at Closing
Overland Transport agreed to acquire Orchard Farms. At closing the seller's chief financial officer delivered a certificate stating that all covenants in the agreement had been performed and that the representations remained true as of the closing date. Receipt of the officer's certificate satisfied a condition precedent, allowing the buyer to proceed with the transaction.
Frequently Asked1
What role does an officer's certificate play in an acquisition closing?+
It supplies written confirmation that the bring-down condition and covenant-performance condition have been satisfied as of the closing date. Delivery of the certificate is itself a condition to closing and provides the buyer with evidence that the seller has met its pre-closing obligations.
Supporting sources
Trusts and Estates Decedents EstatesWills · Execution requirementsUBEFoundational