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.
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.
Depending on your state, a Certificate of Incumbency may also be known as:
Register of Directors
Certificate of Officers
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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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.
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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.
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.
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.
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.
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