Who is responsible for certifying corporate facts in Connecticut?

• A. The Secretary of the State
• B. The corporate officers
• C. The notary public
• D. The town clerk

Answer: (B)

In Connecticut, certifying corporate facts is something only the corporate officers inside the company typically do. The officers—especially the corporate secretary or another officer designated by the board—maintain the official records, issue certificates (like a certificate of incumbency or authorizing resolutions), and confirm who has authority to act for the corporation. They have the direct knowledge and authority to attest that certain facts are true, such as who holds which office and who is empowered to sign on behalf of the corporation.

A notary public isn’t proving or stating internal corporate facts. The notary’s role is to witness signatures and verify identity on documents, not to certify the truth of corporate details. The Secretary of the State maintains the public registry of corporations, but certifying internal corporate facts for private transactions is done via the corporation’s own officers. The town clerk handles local records, not corporate affairs.