A Certificate of Incumbency- also known as Incumbency Certificate, a Certificate of Officers, an Officer Certificate, a Register of Directors, and a Secretary Certificate- is a document that essentially assigns signatory powers to other individuals. It is often used to prove that a particular individual is authorized to enact legally binding transactions on behalf of a company. Basically, you are certifying the identities of all the signing officers, directors, and/or shareholders of your organization, as many other organizations would want to know which individuals have authority to enter into agreements on behalf of your corporation and may require this list before doing business with your corporation.
The difference between Certificate of Incumbency and Certificate of Formation lies in their approving body. Certificate of Formation is a document accepted and approved by the State itself. On the other hand, the Certificate of Incumbency is the one that is accepted and approved by the Notary of Delaware.
Where Can I Use It?
The certificate confirms the identity of signing officers of a company, so it determines who has the authority to enter into legally binding agreements on behalf of the organization. A properly executed Certificate of Incumbency enables professional subcontractors, investors, banks, and government agencies to determine who has the authority to enter into agreements on an organization’s behalf. For instance, companies, authorities, or government offices who need data about the officeholders of a company may ask for a duplicate of the Certificate of Incumbency from the corporate officer or individual from an LLC.
Specific Examples
- Banks when opening bank accounts
- When working with third parties
- Government authorities, while expanding within the country.
This document may be amended as required to reflect any reorganization of the company or affirm the specialists, corporate officers, and operators that perform certain activities within the company.
What Is Needed?
- Passport copy or ID with a photo for all persons to be listed on the Certificate of Incumbency
- The business entity must be in good standing with Delaware to prepare a Certificate of Incumbency.
- An Apostille may be required for use in countries outside the U.S. members of the Hague Convention to a notarized copy of the Certificate of Incumbency.
- If another entity is to produce a Certificate of Incumbency in the State of Delaware, that entity must be the company’s registered agent.
What To Write?
The standard format of the Certificate of Incumbency demonstrates how the company was formed and the current corporate structure. Information in the document includes the names of the officers/directors and the standing of these individuals in the corporation. It also displays whether these members were appointed or elected in their position and the term of their office. On the Certificate of Incumbency, you may write down:
- Company owners’ names
- Shareholders
- Interest rates
- Address of the company
- The local address
