Certificate of Incumbency FAQ

Q. What is a Certificate of Incumbency?
A. A Certificate of Incumbency is a document used to confirm the identity of the signing officers of a corporation. Sometimes it also confirms the names of directors and shareholders as well as minute book contents. A Certificate of Incumbency is often used to prove that a particular individual is authorized to enact legally binding transactions on behalf of a company.

A Certificate of Incumbency has various other names; it is also known as an Incumbency Certificate, a Certificate of Officers, an Officer Certificate, a Register of Directors, and as a Secretary Certificate.
Q. What am I certifying and why?
A. You are certifying the identities of all the signing officers, directors, and/or shareholders of your organization. Other organizations will want to know which individuals have authority to enter into agreements on behalf your corporation and may require this list before doing business with your corporation.
Q. What is meant by Jurisdiction of Incorporation?
A. The law governing this document will be the the law of the jurisdiction in which the business is incorporated. It may or may not coincide with the jurisdiction in which the parties reside.
Q. Who is the Secretary?
A. The Secretary is the Officer in charge of keeping company records.
Q. Who are the Officers of a corporation?
A. The Officers of a corporation consist of members of upper level management that are appointed to their positions by the Board of Directors. The Officers of a corporation include the president, CEO, secretary, treasurer, and other individuals in similar positions. Officers are responsible for managing the daily operations of a business.
Q. What is the Minute Book?
A. The Minute Book is a written document containing a history of all key corporate records and documents. The documents in a Minute Book include, among others, corporate articles, bylaws, directors' resolutions, shareholders' resolutions and annual reports. Also included in the Minute Book are minutes of shareholders' meetings and minutes of directors' meetings, which describe actions taken and resolutions passed during any regular or special meeting of shareholders or directors.
Q. I do not know when the Certificate of Incumbency will be signed. Can I fill in the date later?
A. Yes - by selecting 'Unsure' as the date the agreement will be signed, a blank line will be inserted into the form so that you can add the correct date after printing the document.
Q. Do I need witnesses to sign the Certificate of Incumbency?
A. No, it is not necessary for witnesses to sign the Certificate of Incumbency. Only the Secretary must sign the document to make it legally valid.