Incumbency Certificate
Definition
An incumbency certificate (also called a certificate of incumbency or form of incumbency) is an official company document that lists the names, titles, and signatures of a corporation’s or LLC’s directors, officers, and often key shareholders. Its primary purpose is to confirm who is authorized to act and sign on behalf of the company in legal and financial transactions.
Key takeaways
- Confirms the identities and authority of individuals who can bind the company.
- Typically includes names, titles, and signatures of officers, directors, and key shareholders.
- Issued and signed by the corporate secretary (and sometimes co-signed by another officer).
- Usually bears the corporate seal and is notarized for reliability.
- Frequently requested by banks, lawyers, and counterparties during account openings or major transactions.
What an incumbency certificate contains
Common elements include:
Company name and corporate form.
Statement by the corporate secretary certifying their role and custody of records/seal.
A list of incumbents with names, titles, and specimen signatures.
A clause describing the authority granted to named individuals (e.g., to execute contracts, open accounts, sign leases).
* Execution block with date, corporate seal, corporate secretary’s signature, and notary acknowledgment.
How it’s used in transactions
- Banks request it to verify authorized signatories when opening or managing accounts.
- Lenders and counterparties use it to ensure the person signing documents truly has authority.
- Attorneys and outside agents rely on it to confirm corporate authority for specific transactions.
- It provides third parties confidence that documents signed by listed individuals will bind the company.
Who issues and signs it
- Issued and signed by the corporate secretary or another officer responsible for company records.
- When necessary, the secretary’s authority may be certified or co-signed by another officer.
- The certificate often includes the actual signatures of the listed incumbents as specimen signatures.
- A notary public typically notarizes the certificate; the corporate seal may be affixed.
Sample structure (concise)
CERTIFICATE OF INCUMBENCY
I, [Name], Secretary of [Company Name], certify that I maintain the records and seal of the Company and that the following persons hold the offices indicated and have the authority shown below:
- List of incumbents — Name | Title | Specimen signature
- Statement of authority — e.g., “The above-named persons are authorized to execute agreements, open bank accounts, and otherwise bind the Company.”
- Execution — Date, corporate seal, signature of Secretary, and notary acknowledgment.
Incumbency certificate vs. corporate resolution
A corporate resolution records a formal decision by the board of directors. An incumbency certificate is a specific type of corporate document that can function as a resolution when it certifies who holds certain offices and authority. However, not all corporate resolutions are incumbency certificates; resolutions can cover many other board actions.
Frequently asked questions
Q: Is an incumbency certificate legally binding?
A: It is a certification of fact (who holds which office and who has authority). When relied on by third parties in good faith, it supports enforceability of transactions executed by the listed individuals.
Q: Why is notarization and a corporate seal important?
A: Notarization and a seal increase the document’s credibility for third parties and help prevent disputes about authenticity.
Q: Can it be requested by anyone?
A: Anyone transacting with the company—banks, lenders, vendors, or legal counsel—may request it to verify authority.
Bottom line
An incumbency certificate is a practical, widely used corporate document that verifies who may legally act for a company. It protects both the company and third parties by clarifying authorized signatories and reducing the risk of unauthorized transactions.