Incumbency Certificate - Definition and Example

An incumbency certificate is an official company document. Find out more about an incumbency certificate, who issues it, and what an example looks like.

What is an Incumbency Certificate?

The incumbency certificate is a legal document that identifies the directors, officers, and, sometimes, even the key shareholders of a company. It is also called the certificate of incumbency or officer's certificate.

In essence, it is a document that verifies that a particular person is authorized to hold a particular position which is stated in the document.

Incumbency certificates verify the identity of individuals who are authorized to enter into legally binding transactions on behalf of a company. In the certificate, these individuals are commonly identified and could be mentioned in the document:

  • Directors
  • Shareholders
  • Officers 
  • President
  • CEO
  • COO
  • CFO
  • Company Secretary
  • Treasurer

When opening a business account, banks and financial institutions often require an incumbency certificate. This is to verify that the person claiming to be an authorized signatory for a company is indeed authorized. In addition, they will also know who the decision-makers of a company are.

Along with banks, an incumbency certificate is also useful when a company wants to involve legal counsel in its affairs. The lawyers will need to know the identities of those they will be working with and the best way to do so is through a certificate of incumbency. 

The certificate may also be required during a merger or acquisition when the executive board needs to be restructured.

Finally, while working with international companies and organisations, the Certificate of Incumbency would be required for making any overseas deals.

In business, it is important for all parties involved to verify their identities. By using the Incumbency Certificate, companies can ensure that the person they are dealing with is an official representative.

In the event of any misconduct or oversight in the company, the individuals listed on the certificate would be the first to be questioned.

Issuing a Certificate of Incumbency

The secretary of the company drafts and issues the Certificate of Incumbency document as per the local laws. The document can be notarized by a public notary, but this tends to vary depending on the state or country. Therefore, ensure that you are familiar with your local regulations.

Furthermore, the document should include the seal of the company to indicate that it is an authentic and verified company document.

Normally, the certificate of incumbency contains the following information:

  1. Incumbent's name, position, whether he or she was elected/appointed, and the term of the office
  2. Incumbent's signature
  3. Secretary's signature 
  4. Company seal or header

Once a Certificate of Incumbency has been issued, it is then stored in the company's Minute Book

A minute book is a record in which all the decisions of the directors of a company are registered. A minute book contains records of minutes of meetings, resolutions passed, and important documents such as the corporate articles, bylaws, reports, and of course the minutes for any shareholders and directors meetings that might be held.

In short, all the important records and documents of a company are maintained in a company’s Minute Book. This is usually maintained by the company's corporate secretary.

Example of an Incumbency Certificate

Though the format of an Incumbency Certificate will vary, a typical document looks like the following:

CERTIFICATE OF INCUMBENCY

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

  1. That he/she is the duly elected, qualified and acting Secretary/Assistant Secretary of the Corporation and is charged with maintaining the records, minutes and seal of the Corporation.
  1. I further certify that the following named persons have been duly elected to the offices set opposite their respective names, that they continue to hold these offices at the present time, and that the signatures which appear below are the genuine, original signatures of each respectively:

NAME, SIGNATURE, and TITLE

__________________________ __________________________ __________________________

  1. That pursuant to the Corporation's By-Laws, as amended, and certain resolutions adopted by the Corporation's Board of Directors, the person(s) designated to serve in the above-entitled capacity was/were given sufficient authority to act on behalf of and to bind the Corporation with respect to transactions involving the leasing of equipment, including without limitation the sale and leaseback of such equipment, and that the execution by said person(s) of documents related to such transactions, including without limitation Master Lease Agreements and Equipment Schedules thereto, constitute a legally binding and enforceable obligation of the Corporation.
  1. That pursuant to the Corporation's By-Laws, as amended, the undersigned has the power and authority to execute this certificate on behalf of the Corporation and that he/she has so executed this certificate and set the seal of the Corporation this __________ day of _______________, 20_____.

Signature: ______________________________________ 

Name: _________________________________________

Title: __________________________________________

[Company Seal]

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