Certificate of Incumbency Template Sample

During a transaction, each company needs to be certain that the representatives have the authority to act and sign on behalf of their company. If not, the contract may be invalid, which means that they cannot claim for a breach of contract if the other party does not fulfill their duties under the agreement. The way to prevent this is through a Certificate of Incumbency. A sample certificate of incumbency is below.

We invite your attention to our disclaimer.

The Certificate of Incumbency is a legal document stating that the representative has the authority required to sign the agreement. These documents need to be drafted with care to ensure the representative’s authority is limited to that required only for the transaction. Nakase Wade’s corporate lawyers can assist you in drafting a comprehensive Certificate of Incumbency that protects your company’s interests.

What Is a Certificate of Incumbency?

A Certificate of Incumbency is a legal document that names all the managers, members, directors, and officers of the LLC and their authority, term, and position. This shows who can legally sign on behalf of the company.

Sample Certificate of Incumbency

[Use Company Letterhead]

CERTIFICATE OF INCUMBENCY

ABC Company Inc.

The undersigned Jane Doe, Secretary of ABC Company or “the company,” certify that the people named below hold the position within the company stated next to their names. The Secretary also certifies that the signature next to each person’s name is their true signature.

1. That the undersigned is the duly elected and acting Secretary of ABC Company Inc. and is responsible for maintaining the corporate records, minutes, and seal of ABC Company.
   
   
2. According to ABC Company’s records, minutes and resolutions, paragraph 2 list the directors and paragraph 3 consists of the officers.
   
   
3. The directors of ABC Company are:
   
   
   1. Adam Smith, Director ________ [Signature]
   2. Betty Boo, Director ________ [Signature]
   3. Charlie White, Director ________ [Signature]

4. The officers of ABC Company are:
   1. David Deal, President (or CEO) ________ [Signature]
   2. Eric Holder, Chief Financial Officer ________ [Signature]
   3. Fran Thorpe, Secretary ________ [Signature]

ABC Company, Inc.

____________[signature]

Secretary

When Is a Certificate of Incumbency Necessary?

It is necessary when a party needs to confirm the authority of a company representative. Foreign transactions will always need an Incumbency Certificate. They are also often required by attorneys, subcontractors, and companies to ensure agreements are legally binding

Certificates of Incumbency and Minute Books

The Minute Book is a document that includes all of the vital corporate documents and records. It is a key component of corporate governance documents, and a Certificate of Incumbency ensures that it is complete and accurate.

Does an Incumbency Certificate Need to be Notarized?

No, an Incumbency Certificate is legally valid if a registered agent has signed it.

How Can I Change a Certificate of Incumbency?

A company’s registered officer can revoke an Incumbency Certificate and put a new one in place at any time. When a member or officer resigns, or their term ends, then a new Certificate of Incumbency will need to be created.

What information is in a Certificate of Incumbency

• Company letterhead
• Company Name
• The incumbent’s name and position; elected or appointed; and terms in office
• Incumbent signature
• Company’s secretary signature