Certificate of Incumbency Form

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A certificate of incumbency is a form used to identify the company officers and shareholders of a business. The company officers listed on this form have the power to sign contracts and other legal documents on behalf of the company. This form is often used during the creation of a new business. However, it may be created or revised when a new company officer or shareholder is added.

What is a certificate of incumbency?

A certificate of incumbency identifies current directors and shareholders in a corporation or LLC. The certificate confirms their identity and ensures that company officers are authorized to sign legally binding documents for the company and enact important legal transactions.

This certificate is used by the company as well as third parties with whom a transaction is being performed. It is an official document that protects these businesses by ensuring only signing officers are able to enter into legal agreements.

The certificate will need to contain a lot of information, including the corporate officer's name, position, and term of office or employment. The certificate will also need to be signed by a corporate secretary.  The document should also include a corporate seal.

A notary public or other witnesses are not required for this legal document.  Only a secretary's signature is required.

Other names

In the United States, a certificate of incumbency is also known as a certificate of officers or a register of directors.  Outside of the U.S., a certificate of incumbency is known as a Register of Directors, Secretary’s Certificate, Officer’s Certificate or Certificate of Officers.

When should I use a certificate of incumbency?

You should use a certificate of incumbency if:

  • You are incorporating a business and need to identify the officers
  • You are a new officer at a company and want this documented
  • You are the administrative manager of a corporation in charge of company records
  • The authority/good standing of an officer of a corporation must be confirmed in writing

You can use a template to create a certificate of incumbency or hire a law firm to draft one from scratch.  If you use a template or draft your own, it is a good idea to seek legal advice to review the certificate to make sure that it is legally valid.

Practical Use

If you are involved in a transaction with a company and need to confirm the stated position of an officer of a company, you may request an incumbency certificate from the secretary of the company.  A certificate of incumbency is often requested by a financial institution when the company is opening a bank account or conducting a large transaction. The certificate can also be requested by an attorney that is drafting legal documents for the company.

Sample Certificate of Incumbency

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Sample Certificate of Incumbency

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