Quick Guide to the Certificate of Incumbency

Key Takeaways

• A Certificate of Incumbency verifies the authority of company officials for legal and financial transactions.
• This certificate is issued by a high-ranking corporate officer like the CEO, secretary, or managing director.
• It features your company’s legal name, the authorized individuals’ details, and the granting authority’s signature.
• Having this document signed before an authorized official, like a notary public, increases its authenticity. This process is often required by recipient organizations.
• You can meet with a notary public online with NotaryPro, and sign your certificate in less than 7 minutes.
• NotaryPro offers a free Certificate of Incumbency template.

In the realm of corporate governance, a Certificate of Incumbency ensures that only authorized individuals can execute business transactions. It serves as a testament to the legitimacy of corporate decision-making and businesses often require it to complete legal and financial transactions.

In this brief guide, you’ll learn which circumstances may require you to produce a Certificate of Incumbency and how to draft one.

What is a Certificate of Incumbency?

A Certificate of Incumbency is a legal document that verifies the authority and status of individuals holding key positions within a company. It’s also known as an Incumbency Certificate or Officer Certificate. This document confirms the names and signatures of people who have signing authority on behalf of a corporation.

What is the Purpose of a Certificate of Incumbency

This document proves that an individual is certified to complete critical processes on behalf of their organization. The company must issue this certificate to a third party — including but not limited to financial institutions, stakeholders, and government bodies.

It shows third parties that an individual has the authority to represent a company when facilitating various processes and transactions. A Certificate of Incumbency serves various purposes, including:

• Upholding corporate governance: It verifies the authority of leaders within a company, facilitating transparency and accountability.
• Legitimizing Legal Transactions: It assists with completing corporate transactions like mergers, acquisitions, or financing arrangements.
• Facilitating Banking and Financial Processes: It facilitates the opening of corporate accounts, loan approvals, and more.
• Enabling International Transactions: It establishes a person’s authority to sign off on international transactions.

Who Can Issue a Certificate of Incumbency?

A Certificate of Incumbency is typically issued by a decision-maker officially authorized to represent the company. The people named in this document are usually corporate officers with significant authority within a business. These individuals can include the president, secretary, CEO, managing director, treasurer, and other upper-level leaders.

Information to Include in Your Certificate of Incumbency

A Certificate of Incumbency contains information about a company’s incumbent individuals, including officers, directors, and other authorized representatives. These details include their respective positions within the company and confirmation of signing authority. See more information on what to include in your Certificate of Incumbency below:

• Company Name: The certificate must include the organization’s legal name.
• Authorized Individual Details: Include the names, titles, and signatures of all relevant authorized individuals.
• Authority Grantor’s Details: You must provide the name, title, and signature of the individual granting the authority. This person is usually an executive or another individual holding significant authority.
• Signing Date: Add the date you created your certificate.
• Signing Location: Note the city where the singing took place.

Obtaining a Certificate of Incumbency

You can take the following steps to obtain a Certificate of Incumbency:

1. Identify the Issuing Authority: Determine who has the authority to issue the Certificate of Incumbency within the company. This may be the corporate secretary, executive, or someone else.
2. Draft the Certificate: Prepare the Certificate of Incumbency, ensuring the accuracy and completeness of the information provided.
3. Review the Details: Review the drafted certificate and make sure all information is up-to-date and reflective of the current corporate structure.
4. Authenticate: Depending on the requirements of the requesting party, the certificate may also require you to sign it before an authorized individual, like a notary public.

Having Your Certificate Commissioned

Having your Certificate of Incumbency commissioned by an authorized individual, like a notary public, provides an extra layer of protection to confirm its authenticity. What’s more, some recipient organizations require you to submit a commissioned Certificate. Commissioning involves swearing or affirming that the contents of your document are true before an authorized official. 

You can have your Certificate of Incumbency commissioned in 7 minutes by meeting with a Notary Public online with NotaryPro.