Incumbency Certificate

“When You Gotta Flex That Title.”

What is an Incumbency Certificate?

An Incumbency Certificate is a formal corporate document used to confirm the identity and authority of individuals—typically officers or directors—who are authorized to act on behalf of a company. It is directly related to the concept of binding authority, as it serves as official evidence to third parties (e.g., banks, lenders, counterparties) that a specific person has the legal capacity to bind the company to agreements.

Purpose of an Incumbency Certificate

  • Verifies names, titles, and signing authority of current company officers.

  • Helps prevent unauthorized actions or fraud.

  • Is often required in transactions involving:

    • Loans or credit facilities

    • Opening bank accounts

    • Signing contracts

    • Real estate or securities transactions

Legal Importance

  • Serves as prima facie evidence of authority.

  • Can be used in court or disputes to validate that someone had proper binding authority at the time of action.

  • Helps counterparties rely in good faith on representations made by company officers.

Key Elements in an Incumbency Certificate

  1. Company Name
    Full legal name of the corporation.
  2. Statement of Authority
    Confirms that the named individuals are duly elected and authorized officers of the company.
  3. Names and Titles
    Lists officers (e.g., President, CFO, Secretary) and sometimes directors, along with their official titles.
  4. Signature Samples
    Often includes specimen signatures for verification.
  5. Certifying Statement
    Usually signed by the Corporate Secretary or another officer not listed in the certificate.
  6. Corporate Seal (optional)
    Included to enhance authenticity.

Incumbency Certificate Sample Language

“I, Jane Doe, the duly elected Secretary of ABC Corp., hereby certify that the following individuals are duly elected and acting officers of the Corporation as of the date hereof, and that each is authorized to execute documents and otherwise bind the Corporation in accordance with its Bylaws and resolutions of its Board of Directors.”

Related Topic
See: Binding Authority …
… the legal power or capacity of individuals within a corporation to enter into binding agreements on behalf of the company

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Best Practices surrounding Incumbency Certificates

Use Accurate and Up-to-Date Information

  • List the current officers (e.g., President, Secretary, Treasurer) as of the certificate’s date.
  • Include correct names, titles, and if possible, sample signatures.

Clearly State Authority

  • Spell out that each individual is authorized to act, sign documents, and bind the entity (if so empowered).
  • Use phrases like:
    “…each is authorized to execute documents and otherwise bind the Corporation…”

Certify by Proper Officer

  • Should be signed by someone (commonly the Corporate Secretary) whose role authorizes them to certify the status of other officers.

Include Formal Elements

  • Company name (full legal name)
  • Date of certification
  • Corporate seal (if available)
  • Official letterhead (optional but professional)
  • Signature block with title (e.g., “Jane Doe, Secretary”)

Keep It On File

  • Maintain a signed original in corporate records.
  • Provide a certified copy to banks, legal counsel, or counterparties when required.

Tie It to Board Resolutions When Needed

  • For high-stakes transactions (e.g., loans, real estate), accompany the certificate with:
    • A board resolution confirming the authority,
    • Or a copy of bylaws referencing officer powers.

Keep It Short-Term Valid

  • Most institutions prefer a certificate dated within the last 30–90 days.
  • Update after officer changes or before major deals.

Follow Jurisdictional Requirements

  • Some states or countries may have specific language or notarization rules.
  • If unsure, consult with legal counsel.