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What is a Certificate of Incumbency?

If you run a corporate business, you often need to make sure that certain employees, such as officers of the company, have the ability to make binding decisions on behalf of the business. A Certificate of Incumbency can be used in instances where the authority of a certain officer must be confirmed in writing. For instance, the document might be necessary in the process of opening a foreign bank account. It is often also requested by agencies, tax professionals, and attorneys.

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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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______________________,______.






Certificate of Incumbency FAQs

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  • What's an Incumbency Certificate?

    A Certificate of Incumbency is a document that serves as a verification of individuals who are officers in a corporation. Known also as an "Incumbency Certificate," a "Register of Directors," or a "Secretary Certificate," a Certificate of Incumbency is an official corporate document usually issued by a corporation's president or secretary. It lists the names and titles of all current officers within the company (for example, president, secretary, treasurer, etc), and includes a place for each officer to sign.

    You can use Rocket Lawyer's Free Incumbency Certificate template if:

    • You are incorporating a business and need to identify its officers.
    • You are a new officer at a corporation and need to have this official documentation.
    • You are an administrative manager of a corporation in charge of such documentation.
  • Who signs an Incumbency Certificate?

    The answer depends on the company's governing documents. However, an Incumbency Certificate is usually signed by a corporation's officers and/or directors, and in some cases by its shareholders.

  • 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.

  • What is a Secretary's Certificate?

    In some cases, the name "Secretary's Certificate" may be used interchangeably for "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 such as 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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