A Certificate of Incumbency is a form that a corporation or limited liability company (L.L.C.) completes to list and confirm the identity of the current officers. The officers can include the company’s secretary, signing officers, directors, and shareholders.

A Certificate of Incumbency also works to certify the corporation’s minute book contents.

Fill out LawDepot’s simple questionnaire to have your Certificate of Incumbency template ready in minutes.

Corporations or L.L.C.s use a Certificate of Incumbency to prove which executives have the authority to bind the company in contracts. The document determines who can make business decisions and enter into legally binding agreements for a company.

Corporations need Certificates of Incumbency for various other purposes. This includes:

Banking and financial transactions

Banking institutions regularly ask for Certificates of Incumbency to reduce risk and fraudulent transactions. Incumbency certificates state who has the authority to open a business bank account, sign off on checks, apply for a loan, or open a line of credit for the corporation.

Legal and compliance records

Auditors, law firms, consultants, and regulatory bodies often ask for proof that a corporation's officers have the authority to sign off on major legal contracts, business deals, and transactions. Certificates of Incumbency ensure your corporation follows proper corporate and auditing standards.

Business and international deals

Business partners, international markets, and foreign entities often require corporate representatives to prove their signing authority before they make deals. Creating an incumbency certificate reduces the risk of misrepresentation and clarifies who has signing authority for contracts and transactions.

LawDepot makes creating a Certificate of Incumbency easy. Just answer a few questions about your corporation using our questionnaire. You’ll be prompted to include information such as:

1. Corporate details

First, select the industry of the corporation, such as:

• Retail (e.g., corporations with physical store locations, online e-commerce stores, and corporations with both physical and online sales)
• Professional services (e.g., financial, law, marketing, or auditing services)
• Food and accommodation (e.g., restaurant chains, catering services, hotels, resorts, and motels)
• Art, entertainment, and recreation (e.g., theatre companies, professional sports teams, science museums, amusement parks, and casinos)
• Other corporations and industries

A Certificate of Incumbency also needs the corporation’s name and the state of incorporation. Our Certificate of Incumbency is available for all 50 states and the District of Columbia.

2. Signing officers and company officials

It is important to name all signing officials in the Certificates of Incumbency because the document identifies who has the authority to make corporate decisions. All Certificates of Incumbency need to name the company’s secretary, and can include a certified list of the organization’s signing officers, directors, and shareholders.

3. Certification of Minute Book

LawDepot’s Certificate of Incumbency includes the option to certify the contents of the corporation’s minute book. Corporate minute books include major documents like Corporate Bylaws, Directors’ Resolutions, and Shareholders’ Resolutions, which benefit from an extra layer of certification.

4. Signing details

Finally, name, sign, and date the incumbency form. After signing, stamp the incumbency certificate with the corporation’s seal. You can digitally embed the corporate seal or print and stamp the document with the physical seal.

There are no regulations on when a Certificate of Incumbency expires. However, most corporations should create a new incumbency certificate when new signing officers are appointed or a signing officer leaves the organization.

Other organizations, consultants, and business partners will ask for a current Certificate of Incumbency to determine who has signing authority. A current incumbency certificate confirms that the person claiming authorization to sign on behalf of the company has the correct permissions.

With LawDepot’s Certificate of Incumbency template, you can easily create a new incumbency certificate whenever changes occur in your organization.

Though state requirements for notarizing Certificates of Incumbency vary, it offers an extra layer of security and assurance to corporate documents. Notarization helps confirm the authenticity of a document by validating signatures and further confirms the authority of corporate representatives who can sign off on contracts and deals.

You can notarize your document securely from the comfort of your work or home. LawDepot’s Online Notary service is available in all 50 states, including Delaware, California, New York, Nevada, Florida, and Illinois.