30+ Sample Certificate of Incumbency

What is a certificate of incumbency?

A certificate of incumbency, or incumbency certificate, is a document that confirms an individual’s identity as a legitimate office holder in a certain LLC (limited liability company), firm or corporation. This is made by the corporation in order to officially announce its list of directors, key shareholders, or officers. Opened bank accounts, formulated legal contracts, or major transactions made by the corporation require this certificate in order to identify the validity of the exchange, especially of the faced signatories to confirm their respective positions and affirmation of the act itself.

Elements of a Certificate of Incumbency

A certificate of incumbency is not quite itself and at best acceptable and valid without the things that comprise it. The elements of this kind of certificate have to be concise and complete in order to adhere to regulations of respective state, hence why these are things that are prioritized and focused on by those who are starting up a company or LLC. The following are the important parts of a certificate of incumbency.

Incumbent’s Name and Position : It is the one thing we own that other people use more than ourselves—names. The first on the list is the officer’s name, as well as their place in the company. Of course, the incumbent’s name is primary in the certificate to be confirmed by a government issued ID or any proof of identity at all, as well as their respective position. This makes the person’s hierarchical significance in the corporation more explicit, and connotes the urgency of their signatory within a certain exchange.Incumbent’s Information : Other than names, some information regarding the incumbent is also included in the certificate. Such information include their occupancy and term in the office i.e. how long they have been serving the corporation, as well as their method of attaining their respective position—whether they were elected or appointed by anyone in the company.Secretary’s Signature : The secretary keeps up and tracks all the records within the corporation, including the certificate of incumbency, as part of corporate bylaws. They are usually the one to draft the certificate in the first place, and it has to be undersigned by them in order to confirm the legitimacy of the document. The secretary’s signature affirms that all the information contained by the document is correct and fact-checked.Signature Samples : The certificate has to include the respective signatures of the incumbents for several reasons. This is both for confirmation of their consent and presence, as well as a point of comparison for banks, contract partners, or deals. Made to avoid fraud or forging, it is a necessity and a formality for all of the constituents to affix their signatures.Company Seal : Companies or corporations may have a lot in common such as nature of business, marketing strategy, target audience and the like, but one thing is without a doubt mutually exclusive among all of them, and that is their company seal or logo. Company seals are exclusive and intrinsically unique, hence are easily associated with the one establishment that they belong to. Aside from all the existing safety nets for legitimacy and confirmation already present in the certificate, the company seal is still something to be looked for in this document. The company seal signifies which company the document respectively belongs to, making traceability and accountability much easier by virtue of the transaction.

How to Ensure The Validity of a Certificate of Incumbency

For a document as significant and needed as a certificate of incumbency, there are processes to secure in order to make sure your certificate is legal, acceptable and real. Even for small corporations, and especially for start-up companies, it is strategic to craft it, keep it up to date, and guarantee that it has all the supporting forms and requirements in order to be admissible. Here are the key aspects to be looked out for when actualizing the certainty of the certificate of incumbency.

Step 1: Ask for a lawyer’s guidance

Even as early as obtaining your certificate, make sure legal assistance is present as to check and balance the decisions you make as a representative of the corporation. This means that if you ever have your certificate acquired from registered agents for instance, processing fees are made sure to be negotiated well, and that the corporation’s needs are ultimately met. Corporations usually order a certificate of incumbency from registered agents who do formulate the whole document, or make it themselves, but later on confirmed by the registered agent. With that said, an affidavit is usually attached with the document made by the registered agent as the two entities work hand in hand in making sure that the certificate is structured and generated well and with respect to the corporation’s system as a whole. Generally, it is strategic to have a lawyer around in order for things to go smoothly in the long run, as their expertise is a bliss to your company.

Step 2: Have it backed up by the secretary

The secretary has the biggest role in the cinematic universe of this very important document. As mentioned in the required elements of a certificate of incumbency, the secretary has to give their word that the information contained in the document are all true to life. The secretary has the first say to solidify such document, hence the undersign, and being the one to commence it in the first place. Keeping records, the incumbency certificate specifically in this case, is one of a secretary’s major tasks, which is why they carry this power in sealing a corporation’s necessity.

Step 3: Have it notarized

We have to question—when do we have something notarized? Notarization is important when you as an entity ought to prevent fraud especially when dealing with high level forms or contracts such as the certificate we are dealing with. Although it is not required depending on where you live, having your incumbency receipt notarized provides further legal backing and crystallizes it as a whole, and in this way, it is far easier to validate the identity of your corporation, or its representatives. Notaries are an announcement of something, and a shout of exclusivity or ownership of specific things, such as your identity in identification cards when lost, for instance.

Step 4: Secure the minute book

The history book of academics is the minute book of the corporation. This contains a plethora of corporate records and forms, including a trail way of previous to present executives, key shareholders, officers, board of directors, and the like. All revisions of the incumbency certificate by virtue of keeping it up to date is also present in the minute book. It is important to guarantee that this document is recorded in the minute book in order for possible complications in the future to be tracked better and accounted for with less hassle. The document’s reflection in the minute book is also a formality of the corporation in and of itself.


What other names are there for incumbency certificate?

The certificate of incumbency has many names known by various people. With that said, the document may also be referred to as secretary’s certificate, officers’ certificate, register of directors, or certificate of directives.

Are witnesses needed in signing a certificate of incumbency?

The secretary already confirms the validity of the constituents in the certificate of incumbency, hence, it is not really needed to have witnesses. As safety net, there are other ways of proving the legitimacy of the document, such as the sample signatures used as a point of comparison with those of the signatories of certain deals, contracts, or accounts.

Who requires a certificate of incumbency?

A lot of actions made by the corporation warrant a certificate of incumbency. But to name some, usually, international business partners require such, but contract deals, bank account, and other local transactions ask for one as well for confirmation and legalities.

When adulting, your life now only becomes recognizable to the public eye when it is reflected on paper, more so when you exist within the corporate world. Documents such as the certificate of incumbency are a necessity for corporations or LLCs, hence new institutions should not think twice on obtaining one. Unlike the population of internet users, the corporate world requires utmost explicitness and validity in order for things to push through because identity, professional standing, and safety are always on the line and are simply a gamble should the necessities fail to be prioritized. Confirmation, traceability, accountability, and legal binding are the fallback. I guess it’s safe to say, this world just inherently needs exclusive and legitimate identification.