Free Certificate of Incumbency

If necessary, a Certificate of Incumbency can be used to identify the principals of a corporation or LLC and establish their authority to make decisions on the company’s behalf.

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Often, a company's shareholders and officers need to conduct business and make binding decisions on behalf of the company, such as entering into agreements or opening accounts. In those cases, the party doing business might request confirmation that the person conducting company business is, in fact, a company officer with the authority to do so.

Moreover, when forming a company, it may be necessary to legally and publicly identify a company's officers in writing for various reasons. In these and other cases where company officers need to prove their authority to act on behalf of the company, you can use a Certificate of Incumbency.

What Is a Certificate of Incumbency?

A Certificate of Incumbency is an official company document used to list key shareholders, company officers, directors, and, occasionally, other key persons. Typically, a corporation or limited liability company issues a Certificate of Incumbency when necessary to identify specific positions in the organization and confirm the people's identities holding those positions.

The people listed in the Certificate of Incumbency ostensibly have the authority to enter into legally binding transactions on the company's behalf. As a company-issued document, the Certificate of Incumbency is an official act and has to portray its current state of a company's leadership accurately.

It's commonly used in certain legal transactions, such as offshore banking procedures and dealings with financial institutions.

Other Names for Certificate of Incumbency

Depending on your state, a Certificate of Incumbency may also be known as:

  • Register of Directors

  • Incumbency Certificate

  • Certificate of Officers

  • Secretary Certificate

  • Officer's Certificate

Who Needs a Certificate of Incumbency

Any company officer, director, or shareholder needs to prove their stated position within a company can with a Certificate of Incumbency. In some cases, an official Certificate of Incumbency may even be required to verify the company agent's identity and complete a transaction.

Additionally, when a business is incorporated, a Certificate of Incumbency is used to identify all officers with their respective interests as part of the incorporation procedure. If new officers join a company, an original Certificate of Incumbency can be drafted to include them in its official documents.

In practice, most Certificates of Incumbency end up confirming an officer's stated position to financial institutions carrying out large-scale transactions.

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How to Create a Certificate of Incumbency with 360 Legal Forms

A Certificate of Incumbency has to be accurate as third parties who use it to confirm your identity will rely on its accuracy. Therefore, it's critical to use a reliable template matching what's expected. With our proprietary form generator, all you have to provide is some crucial information, and we'll put together a document to fit your needs.

Let 360 Legal Forms help with our extensive library of attorney-vetted legal forms. The process is fast and easy. All you have to do is fill out our easy-to-understand questionnaire. Once complete, simply download your form as a PDF or Word document from your secure online account.

What Information Will I Need to Create Certificate of Incumbency

To create your document, please provide:

  • Secretary: The full name and title of the company agent authorized to execute the Certificate of Incumbency. Typically, the company's secretary.

  • Company Details: The company's full name and address, along with contact information and the state where the company was incorporated.

  • Officers: The full names and titles of all officers and shareholders to be listed on the certificate.

  • Company Seal: Choose whether the Certificate of Incumbency requires a company seal or not.

  • Date: Date when the certificate will be signed.

Certificate of Incumbency Terms

  • Bylaws: The rules established by a corporation or LLC to regulate and govern internal affairs.

  • Certificate of Authority: A document granting a corporation the right to act on behalf of a state, most commonly the right to collect sales tax.

  • Secretary: A designated company member in charge of administrative tasks and their efficiency. The secretary is also in charge of keeping and issuing company records, such as the Certificate of Incumbency.

  • Membership Interest: The share of profits and losses of a particular member in an LLC or other type of business entity.

  • Minute Book: In a company's context, a minute book is a written document or group of documents with all the company's records. It can include any legal documents such as bylaws, company resolutions, annual reports, or meeting minutes.

Certificate of Incumbency Signing Requirements

To make it legally valid, a Certificate of Incumbency only needs to be signed by the company's secretary.

Depending on the purpose of the certificate, the signatures may need to be witnessed or notarized. In that case, it needs to include witness signatures and the official signature of the notary public.

What to Do with Your Certificate of Incumbency

If the Certificate of Incumbency was created with a specific purpose (e.g., for a financial institution), deliver an executed copy to the person or company that requested it. Create as many certified copies as necessary under the circumstances.

If the Certificate of Incumbency aims to attest to the identity of the company's officers and directors as part of a newly incorporated company, attach an executed copy of the certificate to the articles of incorporations. Additionally, a certified copy should accompany all copies of the articles of incorporation distributed to the company members.

Frequently Asked Questions

As its name implies, a Certificate of Incumbency certifies a corporation or LLC’s incumbent officers and directors. Essentially, it identifies the high-ranking members of an organization and certifies their position in the company.
In practice, the Certificate proves that you have the authority to enter into a legally binding transaction for the company out of the company’s best interest, as long as you are one of the listed officers.

As an official company act, only the company’s secretary should draft and sign Certificates of Incumbency. If you need a Certificate of Incumbency to finalize a transaction on behalf of the company, contact your company’s secretary and use a template of form that matches what the needs of the transaction dictate.

Officers are the managing members of a corporation or LLC as appointed by the Board of Directors. Officers may include the CEO, president, treasurer, and other similar positions within the organization.

When entering into substantial transactions with foreign authorities or companies, you’ll typically get a request for a Certificate of Incumbency. Many countries have laws requiring the Certificate to legally conduct business in accordance with regulations. The Certificate doesn’t create any obligation from either party, nor is it a contract in itself, and therefore should be safe to share with a potential business partner.