What is an Incumbency Certificate

An incumbency certificate is an official document issued by a corporation or LLC, that lists the names of its current directors, officers and, occasionally, shareholders. It specifies who holds which positions within the organization, and is most frequently used to confirm the identity of individuals who are authorized to enter into legally binding transactions on the company's behalf.


What's an Incumbency Certificate?

BREAKING DOWN Incumbency Certificate

Incumbency certificates go by many other names outside the United States, such as Register of Directors, Secretary’s Certificate, Officer’s Certificate or Certificate of Officers. But they all essentially provide the same information, such as certificate of incumbency, certificate of officers, officer's certificate, register of directors or secretary's certificate.

Content of Incumbency Certificate

Incumbency certificates are issued by the corporate secretary and often bear the corporate seal – and may be notarized by a public notary. Because the secretary is the officer in charge of keeping company records, the incumbency certificate is an official act of the company, and third parties can reasonably rely on its accuracy.

An incumbency certificate contains all relevant particulars regarding the company's directors and officers, such as the incumbent's name, position, whether elected or appointed and the term of office. It also usually includes a signature sample for comparison purposes.

A typical incumbency certificate may be worded as follows: "The undersigned, X, Secretary of ABC Inc. (the "Company"), hereby certifies that the persons named below do hold the position set forth opposite his or her names with the Company, that the signature appearing opposite each such person's name is the true signature of such person, and that they are duly authorized to ..." This mention would then be followed by a list of the directors and officers, the date, and the secretary's signature.

Practical Use

Anyone who is involved in a transaction with a company and needs to confirm the stated position of an officer within the company may request an incumbency certificate from the secretary of the company. In practice, an incumbency certificate is often required by a bank or another financial institution when opening an account to ensure that the person who claims to be the authorized signatory of a company truly is. Similarly, when attorneys are drafting contracts for transactions involving companies, they usually require an official incumbency certificate to determine who can legally bind the company in the contracts.