Fillable Form Certificate of Incumbency

What is a Certificate of Incumbency?

A Certificate of Incumbency also referred to as an Incumbency Certificate, is an official legal document issued by Limited Liability Companies (LLCs) or a corporation to establish its directors, officers, and key stakeholders.

The certificate serves as a validation of who can enter into legally binding agreements on behalf of the company or who can be considered as the company’s signatories. The signatories, once established and validated, can do the following acts:

Business deals or transactions

Entities transacting business with your company must know who has the authority to sign agreements with them. This way, it legitimizes your company and the person signing the document has the authority to do so. If you are not authorized to conduct business transactions for the company, then the contract will be null and void or it will not be legally enforceable.

Opening business banking accounts

Banks are strict in terms of opening financial accounts for companies. Once you intend to open a banking or checking account, the bank wants to identify who is your company’s authorized agents. Different states ask for a Certificate of Incumbency as a minimum requirement to open an account.

Communicating and working with corporate lawyers

Having a certificate of incumbency will help lawyers whom they can share and release any legal information about your company. A certificate of incumbency establishes a registered agent to who you can delegate rights to enter into agreements, such as working with a corporate lawyer.

The President, CEO, Secretary, Treasurer, Officers, Registered Agents, and Shareholders are the commonly-identified members included in the Certificate of Incumbency. Aside from their names, the Certificate must also include their signatures. A sample signature is vital to protect the Company against any non-authorized parties forging signatures to enter illegal business transactions.

You may download a Certificate of Incumbency PDF copy from websites that offer document templates. But you can electronically fill it out on PDFRun for your convenience.

How to fill out a Certificate of Incumbency?

The Corporate Secretary drafts a Certificate of Incumbency, and all you need to do is to fill out the necessary fields below. Make sure that everything you enter in this Certificate is true, accurate, and correct.

First paragraph

The first paragraph explains that the undersigned Corporate Secretary certifies that:

• The persons named below hold a position with the Company;
• The signatures appearing opposite to their names are their true signatures; and
• The following instructions are given to New Horizon Transfer in accordance with the currency corporate by-laws of the Company.

To

Enter the name you are addressing this certificate.

Name

Enter the name of the Secretary of the Company.

Name of Company

Enter the name of the Company.

Second paragraph

The second paragraph states that this certificate constitutes the Corporate Secretary’s full authority and order to accept and act upon any directions or orders given by any of the persons listed below.

The persons below are authorized without any reservations or conditions of any kind to represent the Company in all respects and for all purposes, and to execute on behalf and in the name of the Company any certificate, agreement, confirmation, direction, order, or other documents.

Name

Enter the name of the Corporate Secretary.

There are three columns below, namely:

• Name
• Title
• Signature

Enter the names and titles, and have them affix their signatures beside their respective names and titles. These columns should be filled out by the persons authorized by the Company to perform tasks on its behalf.

Third Paragraph

The third paragraph replaces and supersedes any authorization, power of attorney, or certification executed before this certificate is issued. A Certificate of Incumbency shall remain effective and fully binding upon the Company for the next 12 months or until an earlier time as written notice to the contrary is filed with and delivered to the New Horizon transfer.

The power to represent the Company may not be delegated further to other persons not indicated in this certificate.

Location

Enter the location the certificate was made.

Date

Enter the date the certificate was made.

Signed by Corporate Secretary

Have the Corporate Secretary affix their signature here.

Certification

The second portion is the certification by the President of the Company that the named Corporate Secretary is true and that their signature opposite to their name is also true.

Location

Enter the location the certification by the President was made.

Date

Enter the date the certification by the President was made.

Signed by President

Have the President of the Company affix their signature here.

Take note that if there are any changes in the directors, authorized signatories, or the persons named on the Company’s current Certificate of Incumbency, you will be required to have a new Certificate of Incumbency Form to be delivered to the address you entered.

On Issuer’s Letterhead

Enter the issuer’s letterhead.

Date

Enter the date.

Recipient

Enter the name of the recipient.

Transfer Agent Branch Address

Enter the transfer agent branch address.

Re: (the “Company”)

Enter the name of the Company.

This portion of the certificate informs the recipient that a Certificate of Incumbency is still in effect after 12 months.

Secretary

Enter the name of the Corporate Secretary.

Date

Enter the original date of the signature.

This paragraph states that the Corporate Secretary certifies that the persons named on the Company’s Certificate of Incumbency dated and signed on the original date of the signature are still holding the same position opposite to their name with the Company.

It also confirms that this Certificate will continue to remain effective and fully binding upon the Company for the next 12 months.

Signed by: Corporate Secretary

Affix your signature. Only authorized signatures are allowed in this field.

How to file a Certificate of Incumbency?

As mentioned earlier, the Corporate Secretary drafts a Certificate of Incumbency document and it includes a corporate seal. Once the certificate is complete, you can have it notarized by a public notary, although this step is not necessary.

A Certificate of Incumbency is an official corporate document because this is considered an official act of the Company, and the Corporate Secretary shall keep the document as the officer-in-charge of records.