Certificate of Incumbency: Definition, sample, Forms, and Templates

Certificate of Incumbency
Image Credit: Delaware Business Incorporators, Inc.

There are a lot and more paperwork in running a company. This is very essential for record purposes. However, in the business world, you might be overwhelmed by some legal documents and terms. A corporate body such as the Limited Liability Company (LLC) that can help structure your business. Certificate of incumbency is one of those important documents. Let’s get an insight into what certificate of incumbency is its sample and form.

What Is Certificate Incumbency?

This is an official document issued by a corporation or a limited liability company (LLC). This document lists the names of its current directors, officers, and, shareholders. It sometimes referred to as an official list. The certificate specifies those in positions within the organization. However, its purpose is mostly to confirm the identity of those in a legally binding transaction on behalf of the company.

It is also is one of the documents that merchants send to the payment processor during account opening. This guarantees the persons who claim to be the authorized signatory of a company. This certificate is often issued by the corporate secretary with a seal on it. Furthermore, the Certificate of incumbency determines who can legally bind the company in the contracts. Its main purpose is as follows;

  • For tax purposes
  • For businesses that are incorporating. 
  • Documentation purpose for new officers
  • When a new administrative manager or secretary emerge
  • When the authority of an officer needs to be confirmed in writing
  • For individuals running a company in a foreign country
  • When opening a foreign bank account

Certificate of Incumbency Sample

This contains a list of names and positions of all of the current members of the company. This includes the president, treasurer, secretary, etc. Besides, It also allows a space where each of the officers can affix their signature. Importantly, It should also include their term of office either by appointment or election.

Thus, ensure that the secretary signs and dates the certificate of incumbency accordingly. The secretary should not do anything outside the Jurisdiction of Incorporation. Below is what a certificate of incumbency looks like.

certificate of incumbency
Image Credit: PDFfiller( Certificate of Incumbency Sample)

Certificate of Incumbency Form

A typical form of a certificate of incumbency identifies officers and shareholders of a company. Although, it is often in need during the creation of a new business. Howbeit, On behalf of the company officers listed on this form, have the authority to sign contracts and other legal documents of the company. Moreover, when there is a new officer or shareholder, it’s important to review the certificate. Below is a certificate of the incumbency agreement form.

certicate of incumbency
Image Credit: TemplateLab (Certificate of Incumbency Form)

LLC Certificate of incumbency

LLC is an acronym for (Limited liability companies). The LLC is a business structure in the United States where business owners are not personally liable for the company’s debts or liabilities. Also, their structures are under state statutes. Therefore, their regulations vary from state to state.

As an official act of the LLC third parties can reasonably rely on it because of its transparency and accuracy to confirm the identity of the officers or members of the company.

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Summary

Lastly, the phrase “certificate of incumbency”, becomes appropriate in referring to a legal document issued by an LLC or a corporation. It equally contains the lists of current names and positions of all officers, directors, as well as shareholders of a company.

In addition, It would be difficult and unwise if you do not know the people and the company you are dealing with especially with. Meanwhile, a legal document like the Certificate of Incumbency is one of many that are needed to properly start and manage a business properly.

Hence, you are strictly urged to seek help from a legal professional for advice and guidance.

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