Updated May 01, 2024
A certificate of incumbency is a legal document issued by a corporation or a limited liability company (LLC) that certifies the names and titles of the corporation’s directors, officers, and other members of management. It is most often used to verify who is able to enter a legally binding transaction on the company’s behalf.
Notarization
It is generally recommended that you have your certificate of incumbency notarized. Even if this is not a legal requirement in your own state, it may be required under the laws of the requesting party’s state or country.
Table of Contents |
How is a Certificate of Incumbency Used?
Any organization entering a transaction with a corporation or LLC can request a certificate of incumbency. The certificate verifies whether the person representing the company is indeed authorized to sign agreements on its behalf.
A certificate of incumbency is typically requested by banks or other financial institutions when a corporation is opening an account or seeking a loan. Foreign organizations may also require a certificate during international business dealings.
Issuing the Certificate
A certificate of incumbency is issued and signed by the company’s corporate secretary. If the secretary’s own position must be confirmed, the certification must be co-signed by another company officer. The certificate should also include the corporate seal, although this is not strictly required in most states.
Incumbency vs. Good Standing
Whereas a certificate of incumbency verifies the identities of a company’s authorized signatories, a certificate of good standing confirms that a company has met the filing and registration requirements to do business in a state.
A company must acquire a certificate of good standing from their local Secretary of State.
How to Write a Certificate of Incumbency
- Provide Your Name and Legal Information about the Company
- List the Facts that are Certified by Your Certificate
- List the Names, Titles, and Signatures of the Relevant Officers
- Describe the Relevant Powers of the Listed Officers
- Sign the Certificate
- Have the Certificate Notarized
- Affix the Company Seal to the Certificate
2. List the Facts that are Certified by Your Certificate
Confirm that your duties include maintaining the company’s records and seal, if applicable, that you have the authority to issue a certificate of incumbency, and that the information on the certificate is valid. These facts are typically set out in a numbered list.
3. List the Names, Titles, and Signatures of the Relevant Officers
Provide the full name and most up-to-date title of each individual whose position in the company will be verified by the certificate. Leave a space next to each individual’s name and title where that individual may sign the certificate.
4. Describe the Relevant Powers of the Listed Officers
Certify that the individuals named in the certificate are authorized to carry out particular acts on the company’s behalf. These may include signing an agreement, issuing certifications, selling and/or leasing equipment, or executing transactions.
Sample 1
CERTIFICATE OF INCUMBENCY
I, [NAME], the undersigned [POSITION] of [COMPANY NAME] (“Company”/”Corporation”), a [LIMITED LIABILITY COMPANY/CORPORATION/OTHER], duly incorporated and existing under the laws of the State of [STATE], do hereby certify:
- That I am the duly elected, qualified, and acting [POSITION] of the Company, and that I am charged with maintaining its records, minutes, and seal.
- That pursuant to the Company’s by-laws, as amended, I have the power and authority to execute this certificate on behalf of the Company and to affix the seal of said Company.
- That the following named individual(s) was/were named to and continue to hold the corresponding office(s) listed below, and that the signature that appears opposite the name of each individual is the genuine signature of that person:
NAME OFFICE SIGNATURE
_______________ _______________ _______________
_______________ _______________ _______________
_______________ _______________ _______________
_______________ _______________ _______________
_______________ _______________ _______________
I further certify that the individual(s) named above is/are duly authorized to act on behalf of the Company with respect to [TRANSACTION].
Executed this [DAY] day of [MONTH], [YEAR].
____________________ (signature)
[NAME]
[POSITION]
Sworn and subscribed before me this [DAY] day of [MONTH], [YEAR].
____________________ (signature)
NOTARY PUBLIC
[SEAL]
Sample 2
CERTIFICATE OF INCUMBENCY
I, [NAME], the undersigned [POSITION] of [COMPANY NAME] (“Company”/”Corporation”), a [LIMITED LIABILITY COMPANY/CORPORATION/OTHER], duly incorporated and existing under the laws of the State of [STATE], do hereby certify that the following persons were designated and appointed to the offices indicated below, that the signatures set forth under the names are genuine, and that said persons are authorized to act on behalf of the Corporation:
NAME: ___________________
TITLE: ____________________
SIGNATURE: _______________
NAME: ___________________
TITLE: ____________________
SIGNATURE: _______________
NAME: ___________________
TITLE: ____________________
SIGNATURE: _______________
Executed this [DAY] day of [MONTH], [YEAR].
____________________ (signature)
[NAME]
[POSITION]
Sworn and subscribed before me this [DAY] day of [MONTH], [YEAR].
____________________ (signature)
[NAME OF SECOND OFFICER]
[POSITION]
Sworn and subscribed before me this [DAY] day of [MONTH], [YEAR].
____________________ (signature)
NOTARY PUBLIC
[SEAL]