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Certificate of Incumbency – Who? Why? How?

Earlier in the month, we answered the question “What is a Certificate of Incumbency?”  Certificate of Incumbency Lending Transaction(In case you missed the blog post – click here to read what we had to say.) In this week’s blog, we are covering the “Who?” the “Why?” and the “How?” of Incumbency Certificates.

Who needs a Certificate of Incumbency? Most often our International clients with US businesses are the clients requesting this type of document.

Why do clients request Incumbency Certificates? When entering into financial or other legally binding transactions, a certificate may be requested to prove the named individuals are authorized by the company. The certificate confirms the identity of the corporation’s signing officers or in the case of an LLC, the members and managers of the company. It may also name directors and shareholders and confirm other minute book contents.

How do I obtain a Certificate of Incumbency? Just give us a call or email us.  As the registered agent for your entity, we can prepare the document for you. All you need to do is provide us with copies of your internal documentation, such as meeting minutes from your corporate minute book. If we’re not the Registered Agent, ask us about changing your Registered Agent to Incorporating Services, Ltd.

If you have additional questions or need assistance with obtaining a certificate, give us a call or email us. We’re always happy to help you out in any way we can. Just remember, we can’t give legal or tax advice. You’ll have to contact an attorney or CPA for that.

Amanda No Comments

Certificate of Incumbency – What is it?

Certificate of IncumbencyA Certificate of Incumbency is a document that confirms the identity of individuals within a company. This document may also be known as a Statement of Incumbency or Incumbency Certificate. Depending on the type of company, the document may identify the members and managers or the officers and shareholders of the company. When opening a foreign bank account, this may be one of the documents requested.

A Certificate of Incumbency may include information such as:

  • When and where the company was formed, as well as the state file number
  • Registered Agent details for the company
  • Names and titles of company officials
  • Shareholder names, titles, and stock ownership details
  • Status in the jurisdiction of formation

The details within the document are based upon the company’s state registration records and internal documentation, such as meeting minutes. The internal documents used to prepare the document are attached to the certificate. Many times, a Certificate of Good Standing from the jurisdiction of record is also obtained and attached as further proof.  The document is then notarized.

Often times, the document is drafted by the agent of record. Other times, the document may be drafted and executed by the company and sent to the agent of record. In cases such as this, an affidavit is drafted by the agent of record and attached. Dependent upon where the document is destined to be used, the document may then be apostilled by the state of record.

If you have additional questions or need assistance with obtaining a Certificate of Incumbency, give us a call or email us. Please note – we must be the Registered Agent of a company in order to prepare a Certificate of Incumbency. If you require a Certificate of Incumbency and we are not the Registered Agent, ask us about changing your Registered Agent to Incorporating Services, Ltd.