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Incumbency can be related to the word “current” as in “certificate of incumbency,” which refers to a legal document issued by a company or corporation that lists the names of all current officers, directors, and key shareholders. This document also states the positions of these individuals within the corporation.

What is a certificate of incumbency?

The certificate of incumbency, used to verify the identities of persons authorized to sign for a corporation, is one of several documents used in the corporate incorporation process. It can also be used for other purposes such as:

◉ To verify the names of shareholders and directors, as well as to examine the contents of the minute book.
◉ To serve as proof that an individual has been granted the power to enter into transactions for a corporation.

Most incumbency certificates provide an illustration of a company’s formation and its current corporate status. The certificate includes the following information:

◉ The names of the directors and officers of the corporation.
◉ The records may indicate the dates that these individuals assumed their positions and their terms of office.

A certificate of authorization confirms the identities of all those authorized to sign for the organization. Officers, shareholders, directors, or other employees are usually present at shareholder or board meetings. When one business works with another to make a deal, the first will want to know which people from the other can enter into contracts, or sign deals on behalf of the business.

The person responsible for preparing the certificate is usually the secretary. The company secretary is appointed by the board of directors and is responsible for managing the company records and minute book.

The Minute Book is a collection of all the organization’s official documents. A corporation’s corporate registry includes the seal of the corporation, any articles of incorporation, the by-laws of the corporation, different registries, minutes and resolutions of the shareholders or directors, certificate of shares, and the yearly reports.

Incumbency Certificate Samples

Understanding a certificate of incumbency

Some readers may be confused by the use of certain terms that essentially convey the same information. For example, an incumbency certificate, a certificate of officers, a certificate of incumbency, a letter of incumbency, a register of directors, and a secretary’s or officer’s certificate can all share the same information.

All of these come from the Corporate Secretary, are notarized documents, and bear the company seal. Since the Corporate Secretary is also in charge of maintaining company records, the incumbency certificate is considered to be one of the company’s official acts.

Corporate certificate of incumbency samples are typically uniform in format, and contain the same information about officers and directors. The information typically included in this section includes the incumbent’s name, title, whether they were appointed or elected, and the term of office. Signature samples are also provided for comparison to existing documents.

Following the list of officers and directors are the date each one took office and the signature of the Secretary. Financial institutions may request this document, particularly when an organization opens a bank account or initiates major transactions. A corporation’s board of directors or any officer can request a copy of any corporate document to prove the stated positions of directors and officers.

An incumbency certificate can be requested by anyone involved in a transaction with a company to verify a director’s position or an officer’s role in the company. You can file a request with the Corporate Secretary. To open new accounts, banks and other financial institutions usually require a certificate of incumbency.

This ensures that the person claiming to be an authorized signatory of the company is indeed such an individual. Lawyers who draft contracts for transactions involving companies usually require employees of that company to sign a letter of incumbency in order to determine who is authorized to legally act on its behalf.

Certificate Of Incumbency Samples

Certificates of incumbency include the following information

A certificate of incumbency is commonly used in most countries. There is no set or prescribed format for this certificate. The most common format of an incumbency certificate is a one that contains information about the corporate formation of the corporation or its current structure. A corporate history includes certification for the country of registration, business address and the details about the shareholders and officers of the company.

An incumbency certificate is most commonly used to verify the signatories of a corporation. Financial institutions often request such certificates from companies that need to establish a bank account for overseas operations.

Here is some additional information on this document:

◉ Details about the company registers.
◉ Information about any charges or mortgages.
◉ Details about the signatories of the bank account.
◉ The officer’s of the company who are authorized to enter into an agreement on behalf of the corporation.
◉ Verification that the corporation is in good standing.
◉ We require verification that you have taken no action to close the company and that you do not have any pending claims or threats against the corporation.

Since there is no standard format for certificates of incumbency, your company can include any relevant information on the certificate that you need. When the certificate of formation is completed, it can then be signed by an authorized signatory or by a registered agent that helped you form the company.

Letters of Incumbency

When you should use a certificate of incumbency?

Running a company often means ensuring that officers have the authority to conduct business on behalf of the company. Certificates of incumbency will be issued stating which persons will be the officers in the corporation.

The certificate is a formal letter issued by the corporation’s secretary or president and it contains a list of the names and positions of all of the officers in the company. The officers of a club or organization include the president, treasurer, secretary, and so on. The certificate also allows for signatures by each of the officers holding positions in the company. You can use the certificate if:

◉ When incorporating a business, it is necessary to identify the officers.
◉ You are required by your company to begin an official documentation file.
◉ You’re the administrative manager of a company responsible for documentation.
◉ You must verify the authority of an officer and put this in writing.
◉ You need to open a bank account in a different country.
◉ You need the certificate for tax purposes.
◉ You’re planning to go into business abroad.

After the Corporate Secretary completes the document, it must be signed by each director, shareholder, and officer in the presence of a notary public and then notarized. A notary public generally charges a fee for this service. For business purposes, it may be required that your certificate be notarized by your state and also the US Agency. You will have to pay another set of fees for this procedure.

Do you need a certificate of incumbency for a company or for an organization?

The certificate of incumbency is also known as a statement of incumbency or an incumbency certificate. This is a document that certifies the identity of employees, officers, and directors of the company. A document may identify the managers and members or the shareholders and officers of a company. The certificate may include basic information such as:

◉ When you register your business name, you should provide the date and state in which the business was incorporated.
◉ Details of your company’s registered agent.
◉ Names and positions of the officials of your company.
◉ The names, titles, and the details of stock ownership of your company’s shareholders are confidential.
◉ The status of a company in the jurisdiction where it was formed.

The information in this document is based on state records of your company and internal documentation like the minutes of your board meetings. Attach these documents to the certificate of incumbency.

A certificate of good standing is sometimes attached to further prove the record’s validity. The agent of record signs the certificate, then the document is notarized.

If your company has an international bank account, the bank may request that you submit an incumbency certificate. You may need to present this information to them annually as part of their due diligence. This certificate names the registered shareholders of the company as determined by the agent of record.


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