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.
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.
You should use a certificate of incumbency if:
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.
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.
A certificate of incumbency should include the names and positions of the officers and directors of the corporation. It should also include their term of office and information about whether each person was appointed or elected.
Officers of a Corporation - The upper level management of a corporation that are appointed to their positions by the Board of Directors. The officer run the operations of a business. The officers include a CEO, secretary, treasurer and other similar positions.
Secretary - The officer in charge of keeping the company’s records.
Minute Book - A written document containing the key corporate records and documents. The minute book will contain corporate articles, bylaws, directors’ resolutions, shareholders’ resolutions, annual reports, and minutes of the shareholders’ and directors’ meetings.
Jurisdiction of Incorporation - The certificate of incumbency is governed by the law of the jurisdiction that the business was incorporated in.
Signing and Execution
The certificate of incumbency should be signed and dated by the secretary of the corporation. It is not necessary to have witnesses to the signing.