An incumbency certificate (also called a certificate of incumbency, secretary’s certificate, or form of incumbency) is an official company document that identifies who currently holds key corporate offices — typically directors, officers and sometimes major shareholders — and shows who is authorized to sign or otherwise bind the company in transactions. Third parties (banks, counterparties, counsel) rely on an incumbency certificate to confirm that a person purporting to act for the company actually has the legal authority to do so.
Key takeaways
– Purpose: Confirms incumbents and their authority to act/bind the company.
– Typical issuer: corporate secretary (or another officer charged with company records).
– Common uses: opening bank accounts, executing major contracts, closing financings, verifying signatories in M&A and real‑estate deals.
– Formalities: usually on company letterhead, signed by the secretary, sealed, and commonly notarized; may be supplemented by board resolutions or supporting minutes.
– Jurisdictional variability: exact content and authentication options (notarization, apostille) depend on local law and counterparty requirements.
What an incumbency certificate usually contains
Checklist of required information
– Company legal name and jurisdiction of incorporation or formation.
– Statement identifying the certifying officer (e.g., “I am the duly elected corporate secretary…”) and confirming their authority to issue the certificate.
– A list/registry of current incumbents: names, titles (e.g., Director, President, CFO), and often specimen signatures (to allow signature verification).
– A clear statement of the specific powers or authorities granted to certain individuals (e.g., authority to open bank accounts, sign loan documents, enter leases).
– Reference to governing documents or resolutions (optional but helpful): citation of bylaws, articles, or board resolutions that created or conferred the authority.
– Date of certification and corporate seal (if used).
– Signature of the certifying officer, and often notarization or other form of authentication.
– When required for international use: apostille or consular/legalization.
Using an incumbency certificate — common use cases
– Banks: to open business accounts, authorize signers on accounts, and approve wire transfers.
– Lenders/investors: to confirm who can sign loan documents, security documents or equity agreements.
– Counterparties in contracts and leases: to confirm the person who signs is authorized to bind the company.
– Legal due diligence: as documentary evidence of corporate authority and current managers/officers.
Who signs an incumbency certificate?
– The certifying officer is typically the corporate secretary (or, for an LLC, the person responsible for records). The secretary signs to certify that the listed officers/directors are in office and that their signatures are genuine.
– If the secretary’s authority must itself be evidenced, the certificate may be countersigned by another officer (e.g., president) or supported by a separate board resolution.
– It is common to include the actual specimen signatures of authorized signatories, authenticated by the secretary’s signature.
Is an incumbency certificate the same as a corporate resolution?
– Short answer: No — they are different but related.
– A corporate resolution is a board-authored legal document that records and authorizes a corporate action (e.g., “Resolved that the Company opens a bank account and authorizes John Smith to sign on behalf of the Company”).
– An incumbency certificate is a secretary’s certification of who currently holds office and who is authorized to sign. It often relies on, or refers to, one or more board resolutions but is not itself the board resolution. In practice, counterparties frequently request an incumbency certificate because it is a concise, officer‑certified statement of authority.
Practical steps for a company to prepare and issue an incumbency certificate
1. Confirm internal authority
• Check corporate bylaws, operating agreement, and recent board minutes to determine who has authority to issue certificates and which officers are authorized for specific actions.
2. Obtain supporting board resolution (if needed)
• If the proposed action requires board approval (e.g., granting authority to a new officer), have the board adopt a resolution and record it in the minutes.
3. Compile the incumbent list
• Prepare a current list of directors, officers and any other persons whose authority should be certified; include full legal names and titles.
4. Decide whether to include specimen signatures
• If counterparties will rely on and compare signatures (banking/wire instructions), include specimen signatures next to the names.
5. Draft the certificate
• Use company letterhead or a standard secretary’s certificate template. Include identification of the certifying officer, the list, the authority statement, and reference to any relevant resolutions.
6. Authenticate the certificate
• The certifying officer signs and dates the certificate and places the corporate seal (if used). Many banks and counterparties also require notarization.
7. Notarize and/or obtain apostille (for cross‑border use)
• For foreign jurisdictions, get the certificate notarized and, where required, apostilled or legalized by the appropriate consulate.
8. Deliver original or certified copy
• Supply the third party with the original signed and notarized document or a certified copy as requested. Retain a copy in corporate records and update as roles change.
Practical steps for a third party (e.g., bank, counsel) to verify an incumbency certificate
1. Request the original signed certificate or a certified copy on company letterhead.
2. Confirm the certifier’s authority — ask for evidence that the signer is the corporate secretary (e.g., an earlier certificate or board minutes).
3. Look for notarization, corporate seal and an apostille (if the company is foreign or the transaction is cross‑border).
4. If doubt remains, request a supporting board resolution, certified copies of articles/bylaws, or a current “good standing” certificate from the company’s state/country filing office.
5. When practical, contact the company directly (to a known email/phone number in corporate records) to confirm authenticity.
Sample incumbency certificate (template)
Note: adapt this to match company jurisdiction and counterparty requirements; consult counsel for binding matters.
[Company Letterhead]
CERTIFICATE OF INCUMBENCY
I, [Name], the undersigned, being the duly elected and acting [Corporate Secretary/Assistant Secretary] of [Company Legal Name], a [state/country] [corporation/LLC] (the “Company”), hereby certify that the following persons are the duly elected or appointed and now acting officers and/or directors of the Company, and that the signatures set forth opposite their respective names are their true and genuine signatures
Name — Title — Specimen Signature
1. [Full Name] — [President/CEO] — _______________________
2. [Full Name] — [CFO/Treasurer] — _______________________
3. [Full Name] — [Secretary] — _______________________
[Add additional names as needed]
I further certify that the persons listed above have the authority to execute and deliver documents, make payments, and otherwise bind the Company in connection with [describe transaction: e.g., opening bank accounts, executing loan documents, leasing equipment], and that the execution by such persons of documents related to such transactions constitutes valid and binding obligations of the Company.
This certificate is given as of [Date]. I affirm under penalty of perjury under the laws of [jurisdiction] that the foregoing is true and correct.
[Corporate Seal, if applicable]
_________________________
[Name]
[Title: Corporate Secretary]
[Contact information]
State/Commonwealth of _____________
County of _____________
On this ____ day of [Month], 20__, before me, a Notary Public in and for said state, personally appeared [Name], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing Certificate, and acknowledged that he/she executed the same for the purposes therein expressed.
_________________________
Notary Public
My commission expires: _______
International use: apostille or legalization (practical note)
– If the certificate will be used abroad, the receiving jurisdiction may require an apostille (Hague Convention countries) or consular/legalization (non‑Hague countries). Check the destination country’s document authentication requirements well before closing.
Common pitfalls and practical tips
– Keep certificates current: update whenever officers change. Counterparties often request a certificate issued within a recent time window (e.g., last 30–90 days).
– Originals preferred: many banks insist on original signed and notarized certificates rather than photocopies or electronic copies.
– Align with resolutions: if the authority depends on a board decision, provide the board resolution or minutes that granted the authority.
– Avoid overbroad language: specify the precise authority being certified to avoid disputes over scope (e.g., “authorized to sign and deliver loan agreements up to $X”).
– Consult counsel if unusual powers are being certified or if foreign legalization steps are required.
Example scenarios
– Bank account: bank asks for an incumbency certificate showing who may sign checks or authorize wires and includes specimen signatures for verification.
– Loan closing: lender requests a certificate confirming that the borrower’s signatory is authorized under bylaws/resolutions to sign credit documents and security instruments.
– Sale/assignment: buyer asks for a certificate to confirm seller’s officers can sign transfer documents and that there are no restrictions on transfer in the minutes.
The bottom line
An incumbency certificate is a concise, officer‑certified document used widely in corporate transactions to confirm who holds key positions and who is authorized to bind the company. It is a practical due‑diligence tool for banks, counterparties and counsel. Proper preparation (aligning with bylaws and board resolutions), timely updates, and appropriate authentication (notarization, apostille when needed) reduce transaction friction and legal risk.
Source
– Investopedia, “Incumbency Certificate,” Yurle Villegas .