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*: 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 3 comments left for What Is a Certificate of Incumbency?

Kostiantyn Bihus said: Monday, July 6, 2020

I require a certificate of incumbency for Addictive Learning Corporation Delaware C-Corp Thanks!

HBS Staff replied: Monday, July 6, 2020

We 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, 2020

Pls 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, 2020

This is a question better suited for a lawyer or accountant. Sorry we cannot be of more assistance!

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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