What is a Certificate of Incumbency?

A Certificate of Incumbency is an official document issued by a corporation, confirming the names, titles, and positions of the current officers, directors, or key executives. It also verifies the signature authority of these individuals, stating who is legally authorized to act on behalf of the company.

The certificate typically contains information such as:

• The names of the current directors and officers.
• Their positions and titles within the company.
• Confirmation that they are currently authorized to perform their duties.
• The company’s legal name, registration details, and sometimes the company's seal.

This document is often signed by a company secretary or an authorized officer, and it may be notarized to further verify its authenticity.

Why is a Certificate of Incumbency Important?

1. Legal Transactions: When entering into contracts, legal agreements, or business deals, banks and third parties may require a Certificate of Incumbency to verify that the individuals signing on behalf of the company have the necessary authority to do so.
2. Opening Bank Accounts: Many banks require this document when opening business accounts, as they need to verify the identity and authority of the person acting on behalf of the company.
3. International Business Deals: Companies involved in international transactions may be required to submit a Certificate of Incumbency to comply with foreign laws and ensure that the correct representatives are handling business matters.
4. Corporate Governance: It helps confirm that the company's leadership structure is current and valid. This is crucial when undergoing audits or governance reviews.
5. Investor Assurance: Investors and stakeholders can use the certificate to confirm that the individuals responsible for managing the company are legitimate and authorized to make decisions on behalf of the company.

How to Obtain a Certificate of Incumbency

Obtaining a Certificate of Incumbency is usually a straightforward process:

1. Request from the Company Secretary: The first step is to contact the company secretary, or a similar designated officer, who typically handles the issuance of this certificate. In some companies, the process might be managed by the legal or compliance department.
2. Provide Necessary Information: Be prepared to provide details such as the full legal name of the company, company registration number, and a list of the officers or directors whose authority is to be confirmed.
3. Verification of Information: The company will verify the list of current officers and directors, ensuring that the individuals named are actively serving in their positions and are authorized to sign documents on behalf of the company.
4. Issuance of the Certificate: Once the information is verified, the Certificate of Incumbency will be prepared. It is typically signed by a company officer and may be notarized for authenticity.
5. Notarization (Optional): Depending on the legal requirements and the purpose of the certificate, it may need to be notarized. This adds an extra layer of verification and is particularly important for international business or legal use.