Incumbency certificates (or certification of incapacitation) is an official certificate issued by a company (or a limited liability corporation ( LLC) which contains the names of the present directors as well as officers and sometimes, key shareholders. It lists who holds which posts within the company, and is used most often to verify the identity of the individuals who have the authority to sign legally legal transactions on behalf of the company.
Outside of U.S., an incumbency certificate is also referred to as director’s register or certificate of officers and secretary’s certificate.
Understanding Incumbency Certificates
Certificates of incumbency, like an incumbency certificate, officer’s certificates, director’s register or secretary’s certification, all offer the exact same information. Incumbency certificates issued by corporate secretaries. They usually bear the seal of the corporation and are notarized by an official official notary public. Since that the secretary serves as the person responsible for keeping company documents, the incumbency certificate is an official document of the business, and anyone else can be confident in its accuracy.
Incumbency certificates contain all the relevant information about the directors and officers of the company like the name of the incumbent, his job title either appointed or elected, and the time period of their office. In addition, it usually contains an example signature for comparison purposes.
An incumbency certificate can be drafted in the following manner:
The below-signed X the Secretary of ABC Inc. (the “Company”) is hereby certifying that the individuals listed below hold the positions as stated in the opposite of their names in the Company and to the extent that their signature that appears in front of each individual’s name is actually the signature of that person and that they have been duly competent to …”
This would be preceded by a listing of officers and directors, the date, and secretary’s signature. This document is typically requested by an financial institution whenever a business wants to create a bank account, or is involved in the process of a major transaction. Additionally, the certificate can be sought by an attorney, or by anyone other person who wishes to verify the legality and role of a director official within the corporate.
Anyone involved in any transaction that involves an organization and requires to confirm the official status of an official within the company could seek an incumbency certificate at the office of the secretary to the business. In the real world the incumbency certificate is typically requested by banks or other financial institution when opening an account to confirm it is the individual who says they’re an authorized signatory of the company actually is.
Similar to when attorneys draft contracts for transactions that involve businesses, they generally require an official certificate of incumbency to determine who legally bind the business in contract. contract.
An example of an incumbency certificate
While they could take different types, a standard boilerplate certificate of incumbency will appear like the following:
A CERTIFICATE OF INCUMBENCY
The undersigned, Secretary/Assistant Secretary of __________________________ a __________________ corporation (hereinafter “Corporation”), hereby certifies as follows:
1. He/she is the legally elected competent and acting Secretary/Assistant Secretary the Corporation and is responsible for keeping the minutes, records and the seal that are the property of the Corporation.
2. In accordance with the Corporation’s Bylaws, which were amended in the meantime, the listed person(s) were/were appointed as the person who was appointed for the office(s) as indicated in the following paragraphs, as well as that the said person(s) do continue to hold the office(s) as of the moment and that the signature(s) that are listed in opposition to that name(s) are authentic signatures.
3. In accordance with the Corporation’s By-Laws as amended, as well as certain resolutions approved in the Corporate Board of Directors, the person(s) appointed to act in the above-described capacity were given the authority to perform on behalf of and be bound by the Corporation in relation to transactions that involve the leasing of equipment, which includes without limitation leasing and selling the equipment, and that the execution by the said person(s) of any documents that relate to these transactions which include, without limitation, master lease agreements and equipment schedules create a legally binding and enforceable obligation for the Corporation.
4. According to the Corporation’s By-Laws as amended, the person who signed the certificate is authorized and able to sign this document in behalf of the Corporation and has executed this certificate and has set in place the corporate seal. Corporation this
