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Introduction to U.S. Certificate of Incumbency

Introduction to U.S. Certificate of Incumbency

In U.S., a Certificate of Incumbency is an official document issued by a corporation or limited liability company (LLC) that lists the names of its current directors, officers, and sometimes, the key shareholders. The certificate specifies who holds which positions within the company and is most frequently used to confirm the identity of individuals who are authorized to enter legally binding transactions on the company’s behalf.

Outside of the U.S., a Certificate of Incumbency may also be known as a Register of Directors, Register of Officers or Secretary’s Certificate. But all documents essentially provide the same information with the Certificate of Incumbency.

Anyone who is involved in a transaction with a company and needs to confirm the stated position of an officer within the company may request a Certificate of Incumbency from the company. For example, a Certificate of Incumbency may be required by a bank, financial institution or an attorney when the company is opening an account or beginning any major transaction. The main purpose is to ensure that the signatory is authorized by the company.

Normally, the Certificate of Incumbency is issued by the company’s secretary and often bear the corporate seal and may be notarized by a public notary. Because the secretary is the officer in charge of keeping company records, the incumbency certificate is an official act of the company, and third parties can reasonably rely on its accuracy.

However, outside of the U.S., the foreign bank may require the Certificate of Incumbency should be issued by the registered agent instead of the company itself and should be notarized by a public notary. For countries who are members of the Hague Convention, an apostille of the Certificate of Incumbency may be also required.

Please note every state has its own policy. Delaware as the most popular state by foreign investors, the registered agents in Delaware are allowed to release the Certificate of Incumbency. But for some states, the registered agent may not be authorized to issue the certificate. For more information, please contact Kaizen consultants.


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