Any person in charge of carrying out a transaction with another company needs to confirm the stated position of an officer within the company. The ideal document to do this is a Certificate of Incumbency. But what is this certificate? Where can I find a suitable template or form a good certificate? This article provides you with the necessary tools to understand and build this fundamental document.

A certificate of incumbency is a legal document that tells who is/are the company's representative. This certificate enumerates which officers, directors, or key stakeholders can make decisions on the company's behalf.

This certificate goes by other names in other regions of the world. Other names this document also adopts are the Secretary's Certificate, Register of Members, or Officer's Certificate.

The incumbency certificate is mandatory to confirm which officers have the legal authority to make decisions regarding a company on behalf of owners or stakeholders of a business. This way, this certificate allows representatives to sign legal documents, enter into legally binding transactions, and even take charge of legal or tax advice. Now we mention some primary purposes for your incumbency certificates.

This certificate will allow official officers or members of your Company to start with a business banking account and with agreements regarding loans, business relationships, credits, and more.

Thanks to this document, your authorized agents can open financial accounts with an accounting firm, a law firm, and other institutions. They can also create a new business banking relationship. In addition to all the documents your organization needs to start with business banking, this legal document is crucial to opening new banking accounts.

Any financial institution or business interested in signing an agreement with your Company wants to know the authorized agents to carry out this action. This way, representatives of those businesses know they're in the presence of legal representatives with official documentation who make business and agreements on behalf of the Company.

If there is no verification process for the identity of signatories, the consequences for implicated businesses can be unexpected. For this reason, companies must verify that the authorization party is a legal representative.

With a document of this nature, an authorized signatory has the right to enter into agreements with third parties, which is great if your organization decides to work with corporate lawyers who provide legal services and make decisions on your behalf.

With a clear attorney-client relationship, lawyers can decide when to release vital information from your company to make better agreements.

What's more! Even if you do not need a lawyer for assistance, you should define what people are authorized to access your company's vital legal information and related documents.

Source: Wallstreetmojo.

This official corporate document should include all the organization members who can agree with other authorized members or entities. Certificates of incumbency should also have all the details of these incumbents and how long they boast the rights to sign through a valid signature. Some members that a certificate of incumbency should include are the following:

• CEO;
• President;
• Company’s secretary;
• Administrative manager;
• Treasurer;
• Key shareholders;
• Current officers;
• Registered agents.

Beyond the name and details of registered incumbents, this officer's certificate should include the corresponding signatures to validate the document legally. In this case, it would be the secretary's signature, CEO's signature, the treasure's signature, and so on.

Another crucial information that a regular incumbency certificate should contain is the following:

• The name of the company;
• The file number;
• The registered agent details;
• The sign of a valid notary.

The standard mechanism to issue a document like this involves the organization's secretary drafting a certificate of incumbency. This document must compulsorily have the company seal. You must present this document to a public notary to validate it in some regions. This way, your certificate will be certified by the legal figure. 

If you need clarification on your local regulations, hire a legal expert who typically helps you with all legal documents. This professional can also help you with statements or when you need to celebrate special agreements with your employees. 

The language you or your secretary use should be simple. This way, you can refer to the objective of the document straightforwardly. It should look like the following: 

1. “The undersigned, [Secretary’s Name or Correspondent], Secretary of [Company Name]. (hereafter the "Company"), hereby attests that: 

• Pursuant to the Company bylaws adopted by the Board of Directors, the persons listed are authorized to act on behalf of the Company to enter into legally binding and enforceable agreements and transactions.” 
• He/she is the elected and acting Secretary of the Company and is responsible for issuing and maintaining the records, minutes, and seal of the Company. 

1. After this information, you should include the names, titles, dates, and corresponding signatures. 

Finally, the secretary of the correspondent must sign the document in the last line.

The minute book is a relevant document containing all your organization's most important documents and company records. Here is where you will store the certificate of incumbency you issued before. The most common documents that a Minute Book contains are the following:

• Bylaws;

• Corporate articles;

• General resolutions;

• Attorneys resolutions;

• Annual reports;

• Director’s meeting minutes;

• New members agreements.

• Shareholder´s meeting minutes.

These are just a few examples of what type of documents the Minute Book may contain when you're starting up a business. Other documents you may include in this document portfolio are tax status or the state of your business. This aspect will depend on the type or Company you're creating.

This is another reason to hire a business attorney. Thanks to their knowledge, you and the expert can prepare and review the legal documents that will determine your organization's future.

A certificate of incumbency is a contract, an official act of the company where several parties select the authorized representative of the business. Creating these internal documents with essential information is crucial to celebrate new relationships with other companies, banks, and clients.

Now we will share some essential templates you can use to build your own certificates of incumbency. These are similar, but you can edit them easily and quickly using Microsoft Office.

To use and edit the templates provided below, you’ll need Microsoft Office.

If you do not have a copy of the Microsoft Office suite on your computer, you can get a reliable copy of Microsoft Office 2021 Professional Plus Key Retail Global for €5,80. Thanks to this software, you can create relevant documents, and agreements, no matter if your organization is a limited liability company or an anonymous society, etc.

This is a standard template that is useful for any conditions and possibilities. It integrates the most fundamental aspects of a certificate of incumbency, such as representatives who certify that authorized people are mandated to conduct business and celebrate agreements. It also incorporates in the same document enough space for signatures and seals.

You can download this regular certificate of incumbency template from Templatelab.

This official document is more structured than the previous one. It includes boxes for specific information, such as the company name, founders, full account numbers, and contact information. You'll find the info about the authorized signer in the second part of the documents.

Remember that signers may include directors, secretaries, officers, and more. Finally, you will find a section for acknowledgments and signature certifications. In other words, the document will be notarized by a public notary with the corresponding seals.

You can download this specific certificate of incumbency from Bestcollections.

This is a simple certificate of incumbency that requires only the new officer's information and the corporate secretary's signature. This is great when you need to do an emergency transaction or create new accounts and are in a hurry to delegate this duty.

In addition to the information of corresponding representatives, you will require the corporate seal and the sign of the public notary. Just remember that the seal of the corporation must be legible.

You can download this banking certificate of incumbency from Bestcollections.

Legal peace is a treasure that your corporation may find by using the proper document established by laws. In this sense, a certificate of incumbency is your organization's legal document needed to sign agreements.

The people listed in the document hold the position set forth. They can sign other documents, get additional information about organizations, create bank accounts, and more.

Decide well who will be your representatives facing other corporations. The person you choose has to be outstanding, innovative, and responsible, preferably a vital part of the team.

For other relevant templates, please browse our website. Our pages continuously share useful information, tools, and templates for creating different documents. On RoyalCDKeys, we're committed to helping you improve your Company.