What Is a Certificate of Incumbency?

At Harvard Business Services, Inc., when we form a Delaware corporation or LLC, we issue a document to release the company to the initial director or members. This document is called a “Statement of the Incorporator” for corporations or a “Statement of the Authorized Person” for LLCs. After this document is issued, any changes to the company’s management should be handled by the company directly, typically by passing a resolution, and/or voting on the changes in an official meeting. Management changes are not recorded with our office or the State of Delaware’s since Delaware allows the company to retain this information internally.

Many companies contact us after the formation, sometimes years after, to ask for an updated Statement of Incorporator/Statement of Authorized Person or some document showing the current management structure. We let these clients know that this document is only issued at the time of the initial formation. After that, they should refer to their internal documents for the current management of the company.

If the client still needs a document issued from our office to show the management details, we offer a “Certificate of Incumbency.” A Certificate of Incumbency is a document that evidences the company’s internal management structure. A company can issue its own Certificate of Incumbency. However, many Delaware companies prefer their registered agent to issue the Certificate of Incumbency so that the document is being issued by a third party.

When Is a Certificate of Incumbency Utilized?

The primary purpose of a Certificate of Incumbency is to provide other entities with evidence that certain individuals have the authority to make decisions on behalf of the corporation.

A Certificate of Incumbency may be requested by a bank when the company is opening an account or taking out a loan. Likewise, the certificate could be requested by a financial institution, an attorney or anyone else who wants to confirm the stated position of a director or member within a company. Furthermore, in international business dealings, foreign parties may require a Certificate of Incumbency to establish the legitimacy of the corporate officers representing 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/Members, Secretary’s Certificate, Officer’s Certificate or Certificate of Officers.

What Information Is Listed on a Certificate of Incumbency?

All the Certificates of Incumbency that we provide will include the name of the company, the Delaware file number, the Delaware registered agent details, and that the notary is a valid notary. LLCs will also indicate that the company is authorized to do any business under the LLC Act.

Any additional information would need to be provided to us by the company. Generally, a corporation will provide the names of the directors and shareholders while an LLC will provide the name of the members and managers. However, additional details, such as company addresses or who has signing authority, can be added onto the document, as you require.

The status of the company will not be listed on the document. This can only be verified by ordering a Certificate of Good Standing issued by the Delaware Division of Corporations.

What is required to Order a Certificate of Incumbency?

To order a Delaware Certificate of Incumbency from Harvard Business Services, Inc. the company must be in Good Standing with Delaware and we must be the registered agent on file. We only accept orders for a Certificate of Incumbency from an email address authorized in our records for the company.

Next, we provide you with two documents, a resolution form and a delegation form. These documents authorize us to issue the Certificate of Incumbency. All the details you want us to list on the Certificate of Incumbency should be listed on the resolution form. The delegation form is a further authorization form if the contact we have on file isn’t a director/member of the company. Return these to us and we can get started with the Certificate of Incumbency.

Finally, we need a copy of the company’s signed by-laws or operating agreement. This is to help us verify that the person signing the resolution and delegation forms are really authorized to do so by the company. Additional information may be requested after everything has been reviewed.

How to Order a Certificate of Incumbency

Our Filings Team can assist with placing an order for a Certificate of Incumbency. An email can be sent to filings@delawareinc.com. We will need to know the company name, if the document should be with apostille or not, your contact details and the shipping instructions.