What Is a Certificate of Incumbency?

By HBS Tuesday, April 30, 2019

what is a certificate of incumbencyA Certificate of Incumbency is a document issued by a corporation (or LLC) that outlines the corporate officers of the company by listing the names of the directors, the officers and, sometimes, the shareholders.

A Certificate of Incumbency explains which people hold which positions within the company; it is typically used to confirm the identities of a company’s officers, i.e., to prove they are sanctioned to be involved with legal transactions on behalf of the company.

Are There Other Names for a Certificate of Incumbency?

Outside of the United States, this document goes by other names, such as Register of Directors, Secretary’s Certificate, Officer’s Certificate or Certificate of Officers.

What Information Is Listed on a Certificate of Incumbency?

The Certificate of Incumbency displays the names and positions of the corporation’s directors and officers. It also includes information related to whether they were appointed or elected, and the term of their office.

When Is a Certificate of Incumbency Utilized?

A Certificate of Incumbency may be requested by a bank when the company is opening an account or beginning any major transaction. Likewise, the certificate could be requested by a financial institution, an attorney or anyone else who wants to confirm the legality and stated position of a director or officer within the corporation.

Who Releases a Certificate of Incumbency?

The corporate secretary (who is responsible for maintaining corporate records within the company) issues a Certificate of Incumbency, which typically has a corporate seal on it and the Secretary’s signature. Often the Secretary’s signature is notarized by a notary public.

Next: Company Formation Documents, Defined

 

Disclaimer

THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.

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There is 1 comment left for What Is a Certificate of Incumbency?

Ernie Wichert said: Wednesday, May 1, 2019

Can you produce a Certificate of Incumbency for us?

HBS Staff replied: Wednesday, May 1, 2019

Ernie, 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.

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