:max_bytes(150000):strip_icc()/incumbency-certificate.asp-Final-bed48b9c5d6a4c00960eec4726749a6d.jpg)
Adam Hayes, Ph.D., CFA, is a financial writer with 15+ years Wall Street experience as a derivatives trader. Besides his extensive derivative trading expertise, Adam is an expert in economics and behavioral finance. Adam received his master's in economics from The New School for Social Research and his Ph.D. from the University of Wisconsin-Madison in sociology. He is a CFA charterholder as well as holding FINRA Series 7, 55 & 63 licenses. He currently researches and teaches economic sociology and the social studies of finance at the Hebrew University in Jerusalem.
Updated September 03, 2024 Reviewed by Reviewed by Khadija KhartitKhadija Khartit is a strategy, investment, and funding expert, and an educator of fintech and strategic finance in top universities. She has been an investor, entrepreneur, and advisor for more than 25 years. She is a FINRA Series 7, 63, and 66 license holder.
Fact checked by Fact checked by Jared EckerJared Ecker is a researcher and fact-checker. He possesses over a decade of experience in the Nuclear and National Defense sectors resolving issues on platforms as varied as stealth bombers to UAVs. He holds an A.A.S. in Aviation Maintenance Technology, a B.A. in History, and a M.S. in Environmental Policy & Management.
An incumbency certificate is an official document issued by a corporation or a limited liability company (LLC) that lists the names of its current directors and officers—and, occasionally, its key shareholders, too. This document specifies who holds which positions within the organization, and it is most frequently used to confirm the identity of individuals who are authorized to enter into legally binding transactions on the company’s behalf.
An incumbency certificate may also be referred to as a certificate of incumbency, a form of incumbency, a register of directors, a certificate of officers, or a secretary certificate.
Incumbency certificates generally provide relevant information about the company’s directors, officers, and key shareholders. The required information can vary, but it may include the incumbent’s name, position, status (either elected or appointed), and term of office. It also usually includes a signature sample for comparison purposes.
A typical incumbency certificate may be worded as follows:
“The undersigned, X, Secretary of ABC Inc. (the ‘Company’), hereby certifies that the persons named below do hold the position set forth opposite his or her name with the Company, that the signature appearing opposite each such person’s name is the true signature of such person, and that they are duly authorized to. ”
This mention would then be followed by a list of the directors and officers, the date, and the secretary’s signature.
An incumbency certificate is issued by the corporate secretary, often bears the corporate seal, and may be notarized by a notary public. Because the secretary is the officer in charge of keeping company records, the incumbency certificate is an official act of the company, and third parties can reasonably rely on its accuracy.
Anyone involved in a transaction with a company—and who needs to confirm the stated position of an officer within it—may request an incumbency certificate. A financial institution can request an incumbency certificate when a company applies to open a bank account or initiates a major transaction. This practice is to ensure that the person who claims to be the authorized signatory of a company is indeed authorized.
An incumbency certificate may also be ordered by an attorney or anyone else who wants to confirm the legality and stated position of a director or an officer within the corporation. Similarly, when attorneys are drafting contracts for transactions involving companies, they usually require an official incumbency certificate to determine who can legally bind the company in contracts.
Although they may take various forms, a typical incumbency certificate will look similar to the following:
The undersigned, Secretary/Assistant Secretary of __________________________, a __________________ corporation (hereinafter “Corporation”), hereby certifies as follows:
1. That he/she is the duly elected, qualified and acting Secretary/Assistant Secretary of the Corporation and is charged with maintaining the records, minutes, and seal of the Corporation.
2. That pursuant to the Corporation’s Bylaws, as amended, the following named person(s) was/were designated and appointed to the office(s) indicated below, and that said person(s) does/do continue to hold such office(s) at this time, and the signature(s) set forth opposite the name(s) are genuine signatures.
__________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________
3. That pursuant to the Corporation’s Bylaws, as amended, and certain resolutions adopted by the Corporation’s Board of Directors, the person(s) designated to serve in the above-titled capacity was/were given sufficient authority to act on behalf of and to bind the Corporation with respect to transactions involving the leasing of equipment, including without limitation the sale and leaseback of such equipment, and that the execution by said person(s) of documents related to such transactions, including without limitation Master Lease Agreements and Equipment Schedules thereto, constitute a legally binding and enforceable obligation of the Corporation.
4. That pursuant to the Corporation’s Bylaws, as amended, the undersigned has the power and authority to execute this certificate on behalf of the Corporation and that he/she has so executed this certificate and set the seal of the Corporation this __________ day of _______________, 20_____.
Signature: ______________________________________ (SEAL)
