Verify roles of officers in a corporation: Certificate of Incumbency
What is a Certificate of Incumbency?
A Certificate of Incumbency can be used in instances where the authority of a certain officer must be confirmed in writing. For instance, Certificates of Incumbency might be necessary during the process of opening a foreign bank account. They are also often requested by agencies, tax professionals, and attorneys.
Also known as an "Incumbency Certificate," a "Register of Directors," or a "Secretary Certificate," this document is typically issued by a corporation's president or secretary. The certificate lists the names and titles of all current officers within the company (i.e., president, secretary, treasurer, etc.) and includes a place for each officer to sign.
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When to use a Certificate of Incumbency:
- You're incorporating a business and need to identify its officers.
- You're a new officer at a corporation and want to have this officially documented.
- You're an administrative manager of a corporation in charge of documentation, and your company's incumbents have changed.
Sample Certificate of Incumbency
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CERTIFICATE OF INCUMBENCY
I, , the undersigned of , a(n) Corporation (the "Corporation"), do hereby certify that the following persons were designated and appointed to the offices indicated below, and that said persons do continue to hold such offices at this time, and the signatures set forth opposite the names are genuine signatures:
| Name | Title | Signature |
| ______________________________________ |
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this_________day of______________________,______.
______________________________
| Name: |
Certificate of Incumbency FAQs
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Why is it important to have a Certificate of Incumbency in place?
Because a Certificate of Incumbency is often required by banks, financial institutions, government agencies, or other third parties as proof of the authority of the individuals listed to act on behalf of the company.
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Who signs a Certificate of Incumbency?
The answer depends on the company's governing documents. However, a Certificate of Incumbency is usually signed by a corporation's officers and/or directors, and in some cases, by its shareholders.
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Do I need witnesses when signing a Certificate of Incumbency?
As a general matter, it is not necessary for witnesses to sign the Certificate of Incumbency. However, the secretary's signature is required to make it legally valid.
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What is a Secretary's Certificate?
In some cases, the name "Secretary's Certificate" may be used interchangeably with Certificate of Incumbency or Incumbency Certificate. In other cases, a Secretary's Certificate is a document signed by the secretary that is served at the closing of a transaction. It often includes additional information such as:
- Statements, like those included in an incumbency certificate, regarding who has the power to make decisions on behalf of the company.
- Copies of the authorization for the transaction (usually certified copies).
- Copies of the company's organizational documents (usually certified copies).
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Is a Certificate of Incumbency the same as a Corporate Resolution?
No, a Certificate of Incumbency and a Corporate Resolution serve slightly different purposes. While a Certificate of Incumbency lists the current officers and directors of a company, a Corporate Resolution is a formal decision or action taken by the board of directors or shareholders.
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