Understanding the Role of a Certificate of Incumbency
After forming a Delaware company, many business owners wonder how they are expected to demonstrate who owns or manages the business. Delaware’s formation documents do not require ownership details to be included in the initial filings submitted to the Division of Corporations.
For Delaware LLCs, member names and ownership percentages are not listed on the Certificate of Formation. For Delaware corporations, shareholder information is not included in the Certificate of Incorporation. Delaware does not issue a state document that confirms current ownership or management authority.
As a result, when opening a bank account, securing financing, entering into a contract, or completing an international transaction, third parties often request formal documentation confirming who is authorized to act on behalf of the company. In these situations, a Certificate of Incumbency is commonly requested.
What Is a Certificate of Incumbency?
A Certificate of Incumbency is an official company document that identifies the current officers, directors, members, or managers of a business and confirms their authority to act on behalf of the company.
It is important to understand that a Certificate of Incumbency is not issued by the Delaware Division of Corporations. Unlike a Certificate of Good Standing, which is a state-issued document confirming compliance status, a Certificate of Incumbency is an internal company document.
The certificate may be prepared by the company itself or by an authorized third party, such as the company’s Delaware registered agent, attorney, or corporate service provider.
Common Uses of a Certificate of Incumbency
A Certificate of Incumbency is commonly requested when a third party needs confirmation of who has authority to act on behalf of a company. Situations where a Delaware Certificate of Incumbency may be required include:
Opening a Business Bank Account
Banks may request an incumbency certificate to verify which individuals are authorized to open accounts, sign checks, or access company funds.
Securing a Loan or Line of Credit
Lenders often require confirmation that the individual signing loan documents has proper authority.
Mergers and Acquisitions
Buyers and investors may request documentation confirming the company’s current directors, officers, members, or managers.
International Business Transactions
Foreign banks and government authorities frequently require a notarized certificate and, in some cases, an apostille.
What Information Is Typically Included in a Certificate of Incumbency?
A Certificate of Incumbency can be tailored to the company and the requesting party. Depending on the entity type and the situation, it may include:
- Company legal name and jurisdiction
- Formation or incorporation date
- State file number
- Names and titles of the individuals currently authorized to act for the company, such as:
- Officers, shareholders, and directors for a corporation
- Members and managers for an LLC
- Date of issuance
- Signature of an authorized certifying party
- Notarization, if required by the requesting party
For international use, an apostille or additional authentication may be required.
What Does Harvard Business Services, Inc. Provide?
When Harvard Business Services, Inc. prepares a Delaware Certificate of Incumbency, the document is drafted based on the information provided by the company through our resolution process. Clients may include as much or as little detail as needed and may request additional custom statements depending on the purpose of the certificate.
Harvard Business Services, Inc. prepares and executes the Certificate of Incumbency in its capacity as the company’s Delaware registered agent. Each certificate is notarized.
If the certificate will be used internationally, apostille service is available for an additional fee.
Harvard Business Services, Inc. can provide this service if the company is in compliance with the Delaware Division of Corporations and Harvard Business Services, Inc. is the current Delaware registered agent.
How Is a Certificate of Incumbency Certified?
To prepare a Certificate of Incumbency, the company’s current leadership and ownership information must first be confirmed. This typically involves reviewing governing documents such as:
- Bylaws for a corporation
- An operating agreement for an LLC
- Board resolutions or member consents
Once the information is verified, the certificate is drafted to reflect the company’s current structure and authorized representatives.
The certificate is then signed by an authorized certifying party. Depending on the requirements of the requesting bank, lender, or foreign authority, the document may need to be notarized. For international use, additional authentication such as an apostille may be required.
Certificate of Incumbency FAQs
Who Issues a Delaware Certificate of Incumbency?
A Delaware Certificate of Incumbency is not issued by the Delaware Division of Corporations. It is a company-authorized document.
The certificate may be prepared and signed by an authorized individual within the company or by an authorized third party, such as the company’s Delaware registered agent, attorney, or corporate service provider. The authority reflected in the certificate comes from the company, not from the State of Delaware.
Who needs to sign a Certificate of Incumbency?
A Certificate of Incumbency must be signed by an authorized certifying party. Depending on how the certificate is prepared, this may be an officer of a corporation, a member or manager of an LLC, or an authorized third party acting on the company’s behalf.
If required by a bank or other requesting party, the certificate may also need to be notarized.
How long is a Certificate of Incumbency valid?
A Certificate of Incumbency does not have a fixed expiration date. It is considered valid as of the date it is issued.
However, most banks, lenders, and other third parties require a recently dated certificate, often within 30 to 90 days, to ensure the information is current. If there has been any change to the company’s officers, directors, members, or managers, a new certificate should be prepared.
Does a Certificate of Incumbency need to be notarized?
A Certificate of Incumbency does not automatically require notarization in every situation. Some transactions may only require a signed certificate from an authorized certifying party.
However, many banks, lenders, title companies, and foreign authorities require notarization to verify the authenticity of the signature. It is always best to confirm the specific requirements of the requesting party before submitting the certificate.
Obtaining a Delaware Certificate of Incumbency
If your bank, lender, or transaction partner has requested a Delaware Certificate of Incumbency, Harvard Business Services, Inc. can assist. We prepare and execute notarized certificates tailored to your company’s specific requirements. Apostille service is also available for international use.
To request a Delaware Certificate of Incumbency, please contact our Filings Department at filings@delawareinc.com or call 1-800-345-2677 ext 6910.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
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There are 5 comments left for Understanding the Role of a Certificate of Incumbency
Notary Services said: Tuesday, February 2, 2021This is really Helpful Content That you share with your audience and Thank you So Much With This Useful Information.
HBS Staff replied: Tuesday, February 2, 2021Thank you for reading our article and we are so glad you found this information helpful.
Biocoral Inc said: Wednesday, December 23, 2020Our company is delaware company and we would like to have the certificate of incumbency. we have representative office in NY and in France. we do not have possibility to contact 1800 number. Can you pelase send the local and extension number with contact name to the President of the company Mr. Nassiri by email n.nassiri@biocoral.com
HBS Staff replied: Monday, December 28, 2020Our team would be happy to assist you. You can reach us at 1-302-645-7400 Extension 6910 to speak to a member of our Filings Team.
Kostiantyn Bihus said: Monday, July 6, 2020I require a certificate of incumbency for Addictive Learning Corporation Delaware C-Corp Thanks!
HBS Staff replied: Monday, July 6, 2020We can assist with producing a certificate of incumbency for you, but we need some additional information and documentation first. Please contact our Filings team at 1-800-345-2677 or filings@delawareinc.com so we can go over the details with you.
Ron Tan said: Tuesday, January 21, 2020Pls advise holder of certificate of incumbency of a company can collect $$ rental due as individual as the flat below to his company . Regards Ron Tan
HBS Staff replied: Tuesday, January 21, 2020This is a question better suited for a lawyer or accountant. Sorry we cannot be of more assistance!
Ernie Wichert said: Wednesday, May 1, 2019Can you produce a Certificate of Incumbency for us?
HBS Staff replied: Wednesday, May 1, 2019Ernie, we can assist with producing a certificate of incumbency for you, but we would need some additional information and documentation first, depending on whether you have an LLC or corporation. Please contact our Filings team at 1-800-345-2677 or filings@delawareinc.com so we can go over the specifics with you.