Incumbency Certificate

What Is an Incumbency Certificate?

An incumbency certificate (or certificate of incumbency) is an official document issued by a corporation or limited liability company (LLC) that rundowns the names of its current directors, officers, and, infrequently, [key shareholders](/head shareholder). It determines who holds which positions inside the organization, and is most often used to affirm the identity of people who are authorized to go into legally binding transactions for the company's sake.

Outside of the U.S., an incumbency certificate may likewise be known as a register of directors, certificate of officers, or secretary certificate.

Understanding Incumbency Certificates

Incumbency certificates like a certificate of incumbency, certificate of officers, officer's certificate, register of directors, or secretary's certificate, all basically give a similar data. Incumbency certificates are issued by the corporate secretary and frequently bear the corporate seal and might be legally approved by a public notary. Since the secretary is the officer in charge of keeping company records, the incumbency certificate is an official act of the company, and outsiders can sensibly depend on its exactness.

An incumbency certificate contains all important specifics with respect to the company's directors and officers, for example, the occupant's name, position, whether chose or designated, and the term of office. It likewise ordinarily incorporates a signature sample for comparison purposes.

An ordinary incumbency certificate might be phrased as follows:

The undersigned, X, Secretary of ABC Inc. (the "Company"), thusly affirms that the persons named below do hold the position set forward inverse their names with the Company, that the signature showing up inverse each such person's name is the true signature of such person, and that they are appropriately authorized to ..."

This notice would then be trailed by a rundown of the directors and officers, the date, and the secretary's signature. This document can be requested by a financial institution when the company applies to open a bank account or starts a major transaction. Likewise, the certificate could be requested by an attorney or any other individual who needs to affirm the lawfulness and stated position of a director or officer inside the corporation.

Anybody who is engaged with a transaction with a company and needs to affirm the stated position of an officer inside the company might request an incumbency certificate from the secretary of the company. In practice, an incumbency certificate is much of the time required by a bank or another financial institution while opening an account to guarantee that the person who claims to be the authorized signatory of a company genuinely is.

Essentially, when attorneys are drafting contracts for transactions including companies, they ordinarily require an official incumbency certificate to determine who can legally tie the company in the contracts.

Illustration of an Incumbency Certificate

Despite the fact that they might take different forms, a commonplace boilerplate incumbency certificate will seem to be like the accompanying:

CERTIFICATE OF INCUMBENCY

The undersigned, Secretary/Assistant Secretary of __________________________ a __________________ corporation (hereinafter "Corporation"), thus confirms as follows:

1. That he/she is the properly chosen, qualified and acting Secretary/Assistant Secretary of the Corporation and is charged with keeping up with the records, minutes and mark of the Corporation.

2. That according to the Corporation's By-Laws, as amended, the accompanying named person(s) was/were designated and delegated to the office(s) indicated below, and that said person(s) does/do keep on holding such office(s) right now, and the signature(s) set forward inverse the name(s) are genuine signatures.

NAME, SIGNATURE, and TITLE

3. That as per the Corporation's By-Laws, as amended, and certain goals adopted by the Corporation's Board of Directors, the person(s) designated to serve in the above-entitled capacity was/were given adequate authority to act for and to tie the Corporation with respect to transactions including the leasing of equipment, including without limitation the sale and leaseback of such equipment, and that the execution by said person(s) of documents connected with such transactions, including without limitation Master Lease Agreements and Equipment Schedules thereto, comprise a legally binding and enforceable obligation of the Corporation.

4. That in accordance with the Corporation's By-Laws, as amended, the undersigned has the power and authority to execute this certificate for the benefit of the Corporation and that he/she has so executed this certificate and set the mark of the Corporation this __________ day of __________, 20.

Signature: ______________________________________ (SEAL)

Name: _________________________________________

Title: __________________________________________

Features

• An incumbency certificate will frequently be required by a financial institution while opening an account to guarantee the persons who claim to be the authorized signatory of a company are authorized.
• An incumbency certificate records the characters of a company's current directors, officers, and, infrequently, key shareholders.
• Contracts for transactions including companies normally require a certificate of incumbency to determine who can legally tie the company in the contracts.