# What Is an Incumbency Certificate?

> **Definition**
>
> An incumbency certificate is a document published by a business that provides information about its directors, officers, and key shareholders.

## Incumbency Certificate Definition

An incumbency certificate is an official document issued by [a corporation or a limited liability company (LLC)](https://www.investopedia.com/articles/personal-finance/011216/s-corp-vs-llc-which-should-i-choose.asp) that lists the names of its [directors](https://www.investopedia.com/articles/wealth-management/040416/retired-execs-what-do-corporate-boards-pay.asp), [officers](https://www.investopedia.com/articles/basics/03/022803.asp), and some [key shareholders](https://www.investopedia.com/terms/p/principal-shareholder.asp).

The primary function of an incumbency certificate is to confirm the identity of individuals authorized to enter into legally binding transactions on behalf of a company. It’s often required by financial institutions when opening bank accounts or during major transactions.

The incumbency certificate bears the corporate seal and is notarized for legal reliability. It’s issued by the corporate secretary.

### Key Takeaways

*   An incumbency certificate confirms the identities of those who can legally bind a company in financial and legal transactions.
*   It typically includes names and signatures of directors, officers, and key shareholders.
*   Financial institutions may request this document when a company opens a bank account or executes major deals.
*   The corporate secretary issues the incumbency certificate, bearing the corporate seal and a notary’s signature.
*   This certificate ensures that those claiming authority within a company have the legal right to perform their duties.

![Incumbency Certificate](https://www.investopedia.com/thmb/4rU9jomi9dT8jdaCvTA6fqXSpXg=/1500x0/filters:no_upscale():max_bytes(150000):strip_icc()/incumbency-certificate.asp-Final-bed48b9c5d6a4c00960eec4726749a6d.jpg)

*Requesting an incumbency certificate in a transaction ensures that the person who claims to be a company’s authorized signatory is permitted to transact business. — Yurle Villegas / Investopedia*

## Key Details in an Incumbency Certificate

Incumbency certificates generally provide relevant information about the company’s directors, officers, and key shareholders. The document includes the corporate seal and is notarized by a [notary public](https://www.investopedia.com/terms/n/notary.asp). It is issued by an officer in charge of keeping company records, usually the corporate secretary. As an official company document, [third parties](https://www.investopedia.com/terms/t/third-party.asp) can trust the incumbency certificate’s accuracy.

## How to Use an Incumbency Certificate in Business Transactions

Anyone in a transaction with a company can request an incumbency certificate to confirm an officer’s position. This practice ensures that the person who claims to be the authorized signatory of a company is permitted to transact business.

A bank may request an incumbency certificate when a company opens an account or starts a major transaction. Attorneys or others may request an incumbency certificate to confirm the role of a director or officer. Similarly, an incumbency certificate shows who can legally bind the company in contracts.

> **Tip**
>
> 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.

## Sample Structure of an Incumbency Certificate

Although they may take various forms, a typical incumbency certificate will look similar to the following:

### CERTIFICATE OF INCUMBENCY

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.

### NAME, SIGNATURE, and TITLE

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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)

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

## What Is a Form of Incumbency?

A form of incumbency is another name for an “incumbency certificate.” It provides information about a company’s directors, officers, and key shareholders.

## Who Signs an Incumbency Certificate?

An incumbency certificate is issued by the company’s corporate secretary, who must first sign the certificate. If the secretary’s incumbency must be certified, it is [co-signed](https://www.investopedia.com/terms/c/co_sign.asp) by one of the company officers. An incumbency certificate often includes all the signatures of the directors, officers, and key shareholders to certify their signatures.

## Is a Certificate of Incumbency the Same as a Corporate Resolution?

A corporate resolution is a legal document by the board of directors that records a binding company decision. An incumbency certificate is one example of a corporate resolution; however, a certificate of incumbency is not the only type of corporate resolution. Many other legal documents are also considered corporate resolutions.

## The Bottom Line

An incumbency certificate is an official company document listing authorized individuals able to enter into legally binding transactions on behalf of the business.

An incumbency certificate is used in business transactions to identify the company’s authorized directors, officers, and key shareholders. It’s often requested by financial institutions when opening accounts or conducting major transactions, ensuring security and legitimacy in contractual agreements.

An incumbency certificate carries the corporate seal and a notary’s signature, assuring validity and accuracy. It’s issued by the corporate secretary or another authorized officer, making it reliable for third-party use.

Because it verifies the authority of company representatives, an incumbency certificate is important as a dependable tool for anyone conducting business with that company.