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As its name implies, a Certificate of Incumbency certifies a corporation or LLC’s incumbent officers and directors. Essentially, it identifies the high-ranking members of an organization and certifies their position in the company.
In practice, the Certificate proves that you have the authority to enter into a legally binding transaction for the company out of the company’s best interest, as long as you are one of the listed officers.
As an official company act, only the company’s secretary should draft and sign Certificates of Incumbency. If you need a Certificate of Incumbency to finalize a transaction on behalf of the company, contact your company’s secretary and use a template of form that matches what the needs of the transaction dictate.
Officers are the managing members of a corporation or LLC as appointed by the Board of Directors. Officers may include the CEO, president, treasurer, and other similar positions within the organization.
When entering into substantial transactions with foreign authorities or companies, you’ll typically get a request for a Certificate of Incumbency. Many countries have laws requiring the Certificate to legally conduct business in accordance with regulations. The Certificate doesn’t create any obligation from either party, nor is it a contract in itself, and therefore should be safe to share with a potential business partner.