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Certificate of Incumbency basics

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.


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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Sample Certificate of Incumbency

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