A certificate of incumbency template is a legal document issued by a limited liability company or a corporation. This certificate contains the names of all current officers, directors, and sometimes stakeholders. It also indicates the positions held by these individuals within the corporation.
What is a certificate of incumbency?
A certificate of incumbency serves the purpose of verification. It verifies the identities of persons authorized to sign for the corporation. Moreover, you can also use it for the following purposes;
- This certificate can be used to verify the names of shareholders and directors and the contents of the minute book.
- It acts as an evidence that a specific person has the authority to initiate legally binding transactions on behalf of the company.
The certificate of incumbency provides the description of how the company formed and its current corporate status. The certificate generally includes the following information;
- The corporation directors and officers name
- Details whether these people got elected or appointed to their position and the terms of their offices.
The Secretary of the Corporation is the person responsible for preparing the certificate. The Board of Directors appoints this officer. He or she has the task of managing the company records and minute book. Furthermore, all the documents relevant to the organization are mentioned in the minute book. It includes the following;
- Seal of the corporation
- Any articles of incorporation
- The by-laws of the corporation
- Different registries
- Shareholders or directors minutes and resolutions
- Certificates of shares
- The yearly reports
Understanding a certificate of incumbency:
Some people get confused when they come across certain terms that provide the same information such as;
- incumbency certificate,
- certificate of officers,
- certificate of incumbency,
- letter of incumbency,
- register of directors,
- secretary’s certificate
All these come from the Corporate Secretary and have the company seal. The certificate of incumbency is the company’s official acts and third parties have adequate reason to base on it. This is because the Corporate Secretary is also in charge of maintaining company records.
The certificate typically has the relevant details about the officers and directors of the company. The incumbent’s name, title, whether appointed or elected, and the term of office are included in it. For the purpose of comparison, signature samples are also provided.
This certificate can be get requested by anyone involved with a transaction with a company. Also, the person involved with the sole intent of verifying the stated position of a director or officer in the company. Through the Cooperate Secretary, you can request it. This certificate is usually required by the banks or other financial institutions while opening new accounts.
What to include in a certificate of incumbency?
The certificate of incumbency is usually used in all countries. For this certificate, there is really no set or prescribed format. Information regarding how the company formed or the details about the current structure of the corporation is the most common format of the incumbency certificate. Certification for the country of registration, the business address, and the information about the shareholders and officers of the company generally include in it.
However, this certificate is used to verify the signatories of the corporation. Financial institutions frequently request these from international corporations that require to develop a bank account overseas. The other additional information may include the;
- Information regarding the company registers
- Details about any charges or mortgages
- Information about the signatories of the bank account
- The names of the officers that are involved into an agreement on behalf of the corporation
- Verification that verifies the corporation is in good standing
- Verify that you have taken no action to close the company. You should also make sure that you don’t have any pending proceedings or threats against the corporation.
You can include statements according to your company’s needs as there is no standard or legal format for a certificate of incumbency. When the certificate is completed, it should be get signed by an authorized signatory or by a registered agent.
When to use a certificate of incumbency?
While running a company, you should make sure that the employee or officer of the company have the authority to conduct business and initiate transactions for the company. The certificate of incumbency will inform which persons will be the officers in the corporation.
Basically, this certificate is a legal document by the corporation’s secretary or president. The certificate has a list of the names and positions of all of the current officers in the company. This contains the president, treasurer, secretary, and more and a space where each of the officers can affix their signature. You can use this certificate for the following purposes;
- When you are incorporating a business and you have to determine the officers.
- As a new officer at the company, you have official documentation.
- You can use it in case you are the administrative manager of a company and responsible for documentation.
- You have to verify the authority of a specific officer.
- In a different company, you have to open a bank account.
- You can also require this certificate for tax purposes.
- If you are planning to go into business abroad.
In addition, when the Corporate secretary has completed the certificate, it should be get signed by the directors, shareholders, and officers. Then, notarized in the presence of a notary public. For this process, the notary public usually charges a fee. Your certificate should get attested by your state in case your company wants to do business with a foreign business or in a different country.
Does a company require a certificate of incumbency?
A certificate of incumbency is used to verify someone’s identity within a company. On the basis of the type of company, this document identifies the managers, members or the shareholders, and officers of the company. The following basic details are included in it;
- When and where your company has formed
- The file number of your company in the state
- Information of the registered agent of your company
- Your company’s officials names and positions
- Your company’s shareholders names, titles, and the details of stock ownership
- In the jurisdiction of formation, your company’s status
The state registration records of your company and internal documentations are the basic information mentioned in this certificate. The internal documents must be attached to this document.
For further evidence, you can attach a certificate of good standing from the jurisdiction of the record. After that, it gets signed by the agent of record and have it notarized. With an international bank account, if your company has linked then the bank may request an incumbency certificate. On a yearly basis, you have to provide this certificate to them for their due diligence.
The validity of a certificate of incumbency:
A confirmation of the authority of a director or an officer is required the organization, a person or a government agency in order to gather more details regarding the incumbents of a corporation. This certificate is required by everyone from a simple sub-contractor to a corporate lawyer, specifically while signing a contract in order to ensure that the document is legally binding. The incumbency certificate generally has a validity of 60 days starting from the date when you have certified it.
Writing a certificate of incumbency:
Here are the steps to follow to write a certificate of incumbency;
- Determine the name and legal address of the company.
- The officers who can transact business for the company, mention their names and addresses.
- Specify the tasks that the officers or directors are allowed to perform on behalf of the business.
- At the end, the secretary has to sign and date the form.
Conclusion:
In conclusion, a certificate of incumbency template is used by the organization or an individual to confirm the authority of a director or an officer to collect more information regarding the incumbents of a corporation. Additionally, the incumbency certificate has a validity of 60 days.
Faqs (Frequently Asked Questions)
No, there is no difference between them they are the same document and have same purpose. The certificate of incumbency in the US is referred as a register of directors or certificate of officers. While, in other countries, it is known as a secretary’s certificate.
No, it isn’t a requirement to have a certificate of incumbency notarize. It just contains the company’s secretary signature and the date to become legal.
No, the certificate of incumbency just has to contain the signature of company’s secretary. In fact, this document is used to allow the CEO or president of a company to act on behalf of the company.
