What is a Certificate of Incumbency?
A corporation or limited liability company (LLC) issues an incumbency certificate, also known as a certificate of incumbency or a form of incumbency. It is an official document that shows the names of the current directors, officers, and sometimes crucial shareholders.
This lists who works for the company and what their job is. It is mainly used to make sure the names of people are allowed to do legally binding business on behalf of the company. 1 It might be called a record of directors, a certificate of officers, or a secretary certificate in places other than the United States.
What Kinds of Information Are on an Incumbency Certificate?
Regardless of their name, incumbency certificates give the same information about the company’s leaders, officers, and critical shareholders. 2 Some of these are the name of the person currently in office, their job, their status (either elected or appointed), and their term of office. It also generally comes with a sample signature for you to look over.
This is how an ordinary incumbency certificate might be written:
“This is X, Secretary of ABC Inc. (the “Company”); I certify that the people listed below hold the position described next to their name with the Company, that the signature next to each person’s name is the real signature of that person, and that they are authorized to…”
After this, there would be a list of the owners and officers, the date, and the secretary’s signature.
How to Get an Election Certificate
The corporate secretary gives out an incumbency certificate and may have the company seal. A notary public can also sign it. The incumbency certificate is an official document of the company because the secretary is in charge of keeping records. Third parties can trust that it is correct.
How and When to Use an Incumbency Certificate
When a business wants to open a bank account or make a big purchase, a financial institution may ask for an incumbency certificate. The certificate could also be asked for by a lawyer or anyone who wants to ensure that a director or officer is legally in their place within the company.
A person doing business with a company and needing to prove the stated position of an officer within that company can ask for an incumbency certificate. When someone opens an account at a bank or other financial institution, they will often check to see if the person they say is the authorized agent of a company is authorized.
In the same way, when lawyers write contracts for business deals involving companies, they usually need an official incumbency document to see who can legally bind the company to the contracts.
An example of a certificate of office
A standard incumbency certificate may look like the ones below but can come in different forms.
LETTER OF INCUMBENCY
The person signing this is the Secretary or Assistant Secretary of _________________, a _________________ company (hereafter “Corporation”). They certify the following:
1. They were elected correctly and qualified and currently serve as the corporation’s secretary or assistant secretary. Their job is to keep the records, minutes, and seals safe.
2. That the person(s) listed below were designated and appointed to the office(s) listed below by the corporation’s bylaws, as amended, and that they are still holding those office(s) at this time. The signature(s) next to their name(s) are genuine signatures.
LETTER, NAME, AND TITLE
__________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________
3. That according to the Corporation’s Bylaws, as amended, and specific resolutions passed by the Corporation’s Board of Directors, the person(s) named to do the job mentioned above had enough power to act on behalf of and bind the Corporation in transactions involving the leasing of equipment, including but not limited to the sale and leaseback of such equipment, and that the person(s) signing documents related to these transactions did so legally.
4. That according to the updated Bylaws of the Corporation, the person signing this has the power and authority to sign this certificate on behalf of the Corporation, and that they have done so and set the seal of the Corporation on this ______ day of ____________, 20____.
(SEAL) My signature is: ___________________________________
Name: _________________________________________
Subject: ___________________________________
What is being in office?
A form of incumbency is the same as an “incumbency certificate.” It details a company’s leaders, directors, and sometimes its most important shareholders.
Who signs a certificate of candidacy?
The company’s corporate secretary is out and must sign an incumbency certificate. If the secretary’s job must be approved, one of the company officers signs it with her. It also usually has the signatures of the board members, officers, and significant owners to show that the signatures are authentic.
An official certificate of office and a company resolution are the same thing, right?
The Legal Information Institute at Cornell Law School says a corporate resolution is “a written legal document issued by the board of directors of a corporation, documenting a binding decision made on behalf of the corporation.” A corporate resolution would be something like an incumbency certificate, but not all corporate resolutions are.
Conclusion
- An incumbency certificate lists the names of the current directors, officers, and sometimes critical business owners.
- When you open an account at a bank, they will usually ask for an incumbency certificate. Just to ensure that the people who say they are the authorized signatory of a business are allowed.
- In most cases, contracts involving businesses need an incumbency certificate. This shows who has the formal power to bind the business to the contract.
