An Elemental Question: What Is A Certificate Of Incumbency?

The company issues an official document to point out who will be in charge of the decision-making process in a particular financial deal. It is the role of an incumbency certificate. Please scroll down for detailed information! 


A certificate of incumbency is in the typical legal documents that banks and attorneys will request. So, what is a certificate of incumbency? 

In this blog, we will cover the basic information about this certificate. The content includes the main content of the document, its importance in the process of transactions, and so on. 

It provides basic information about this legal document. However, suppose you are a banker, legal staff, secretary of a business, etc. In that case, you will find the content of this blog useful for foundational knowledge!  

The Definition Of An Incumbency Certificate

A limited liability company or a corporation publishes a document presenting the names of stakeholders, such as directors, officers, shareholders, and so on. It is a simple answer to ‘what is a certificate of incumbency?'. 

It is necessary to confirm legal representatives to their companies in the process of transactions. So, a certificate of incumbency increases the transparency in the announced appointments. In addition, it supports the smooth operation of implementation and handling issues (if any). 

An incumbency certificate is popular in the U.S.A. Besides, people also call it by various names, such as 

  • The register of directors.
  • The officer's certificate.
  • The secretary certificate.

What Is A Certificate Of Incumbency Sample?

It is easy to browse the examples or templates of such a document online. There might be some variations, but the standards stay the same. The benchmark includes 

  • The clarification of an individual's identity, such as 
    • Name
    • Position
    • The length of terms
    • The continuation of a specific task
  • The formal but not too sophisticated language. (in case the words have diverse meanings which can lead to uncalled-for misunderstandings)
  • Verified signatures of appointed officers.

The process of issuing an incumbency certificate as below

  1. A secretary takes responsibility for drafting up this document. The inclusion of the corporate seal is common sense. 
  2. It is good if the document has recognized legal status by the public notary. Otherwise, it is still okay. 
  3. The various adjustments depend on the local regulations. So, it is crucial to be aware of the differences in the rules among states for a smooth process. 
  4. Third parties will confirm the document's validity as the company officially issues it with the verified signatures of related individuals. 

It seems to be a collection of simple steps. However, a legal procedure might have many hidden issues that call for the master knowledge about laws, especially native rules. If you have little experience, hiring a legal expert will be a good idea. 

What Is A Certificate Of Incumbency Used For? 

The creation of any legal document supports one or multiple licit purposes. So, a certificate of incumbency is not an exception. This document is among standard mandatory documents when companies open finance accounts. 

It is vital to confirm whether the person in charge is the one who joins in the process of transactions. Transparency is the top priority to secure information and the benefits of both sides. 

In the case of having legal counsel on the table, the verification of the key decision-makers is one of the first and foremost things. Before getting the signature of approvals on documents, the discreet checks of accuracy in the identity of individuals are crucial. 

The international deals call for many involved parties. For this reason, the confirmation of stakeholders is mandatory for an efficient process in terms of legitimacy and clarity.

The critical points of adding this note to set up an account in a bank are to decrease fraud cases. Simply put, we all need to know with whom we are conducting the transactions. If there are any troubles, the clarity of persons in charge eases the problem-solving process!  

In A Nutshell, 

Starting with a fundamental question of ‘what is a certificate of incumbency?' can help us open up many facets within a topic. For example, a legal process can be either simple or complex. It is all up to the mastery level of local rules and the standard procedure. 

You will gain crucial knowledge about creating a certificate and why it is essential when a company establishes financial accounts. The simplicity of this blog is the ultimate goal. It aims to disentangle your confusion about the initially sophisticated process. 

Hopefully, the blog walks you through the fundamentals, the roles, the related parties when using an incumbency certificate. 

Felix Pham
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