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Certificate of Incumbency: What it is & When Required


Simon Colwill - April 26, 2024 - 0 comments

If your UK business is planning to trade, open a bank account, or enter into business agreements overseas, you may need to obtain a Certificate of Incumbency to verify the information of your company’s directors and shareholders. 

MSC Notaries outline what an incumbency certificate is, what it includes, when it is required and in what circumstances you will need to have the certificate legalised. 

What is a Certificate of Incumbency?

A Certificate of Incumbency is a widely used document internationally, that identifies and outlines the individuals who hold directors, officers, and shareholder positions at a company. The document is mostly required by financial institutions and banks when companies are making large transactions or forming contracts to verify the signatories. 

Incumbency certificates are not typically required for UK businesses, as the UK uses Certificates of Good Standing to confirm similar information in its place. However, a Certificate of Incumbency will often be required if a UK business trades overseas, or has directors or shareholders that are based outside the UK. 

This document is most commonly known as a Certificate of Incumbency, however, you may also hear it referred to as a Register of Directors or a Secretary Certificate.

What is included in a Certificate of Incumbency?

A Certificate of Incumbency document doesn’t have a set format or contents, however, it generally contains all the names and positions of the company directors and key shareholders. In addition, it may include their status as elected or appointed, their term of office, and a signature sample for each individual.

Following the list of these individuals, the document would be dated and signed by the company’s corporate secretary. 

Other information the document may include is:

  • Company name
  • Company registration number
  • Main company address
  • Place of company registration and address where registers are held
  • Details of mortgages and fees
  • Confirmation that the company is in good standing and not liquidation
  • Confirmation that there are no current or pending actions to close the company

Why is a Certificate of Incumbency required?

A Certificate of Incumbency document is required for various reasons, including:

  • Requested by financial institutions when a company is opening a new account, to authenticate that the individuals involved are authorised to do so.
  • Requested by lawyers when devising and signing contracts for major transactions to ensure the signatures are legally binding. 
  • Requested by legal counsel to confirm the stated role of an individual within the company.

Generally, incumbency certificates can be requested in any instance where the position of an individual at a company needs verification and authorisation. 

How can you obtain a Certificate of Incumbency?

Unlike a Certificate of Good Standing, incumbency certificates are not government-issued and are typically issued by the company’s corporate secretary or an agent. 

This person is responsible for keeping all company records in line with regulatory requirements. It is, therefore, their responsibility to issue the Certificate of Incumbency and ensure it is kept up-to-date and accurate and can be relied on as and when requested. 

Example of a Certificate of Incumbency

The below is an example of how a typical Certificate of Incumbency may be structured and formatted, despite there being no official layout or requirements. 

“The undersigned, Secretary/Assistant Secretary of __________________________, a __________________ corporation (hereinafter “Corporation”), hereby certifies as follows:

1. That he/she is the duly elected, qualified and acting Secretary/Assistant Secretary of the Corporation and is charged with maintaining the records, minutes, and seal of the Corporation.

2. That pursuant to the Corporation’s Bylaws, as amended, the following named person(s) was/were designated and appointed to the office(s) indicated below, and that said person(s) does/do continue to hold such office(s) at this time, and the signature(s) set forth opposite the name(s) are genuine signatures.

NAME, SIGNATURE, and TITLE

__________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________

3. That pursuant to the Corporation’s Bylaws, as amended, and certain resolutions adopted by the Corporation’s Board of Directors, the person(s) designated to serve in the above-titled capacity was/were given sufficient authority to act on behalf of and to bind the Corporation with respect to transactions involving the leasing of equipment, including without limitation the sale and leaseback of such equipment, and that the execution by said person(s) of documents related to such transactions, including without limitation Master Lease Agreements and Equipment Schedules thereto, constitute a legally binding and enforceable obligation of the Corporation.

4. That pursuant to the Corporation’s Bylaws, as amended, the undersigned has the power and authority to execute this certificate on behalf of the Corporation and that he/she has so executed this certificate and set the seal of the Corporation this __________ day of _______________, 20_____.

Signature: ______________________________________ (SEAL)

Name: _________________________________________

Title: __________________________________________

When do you need to legalise a Certificate of Incumbency?

If you are using your incumbency certificate in the UK, generally, you won’t need to have the document notarised or apostilled. However, if you plan to use it internationally, such as for trading overseas, setting up an international bank account or opening an international office, you may need to legalise it by having the document notarised and an apostille stamp attached. It is important to review the local laws and regulations to identify whether your certificate will need to be legalised.

MSC Notaries can assist with the entire process of legalising a Certificate of Incumbency for use overseas, from helping to prepare the document, to legalising it with our notary and apostille services. We also offer e-notary and e-apostille services for those overseas who require us to legalise your documents remotely.

Speak to the team about our range of services and for a free quote.

FAQs

When do you need to update a Certificate of Incumbency?

The Certificate of Incumbency will need to be updated as and when there are changes to be made, such as when a member of staff listed leaves the company or their details change. 

What’s the difference between a Certificate of Incumbency and a Certificate of Good Standing?

The two documents are similar in their purpose and contents, however, the Certificate of Good Standing is a government-issued document in the UK, whereas the incumbency certificate has no strict format and is issued by the company itself.

Who signs a Certificate of Incumbency?

A Certificate of Incumbency must be signed by:

  • The corporate secretary at the company, who also issues the certificate.
  • Company officer(s) if the corporate secretary’s incumbency also requires certifying.
  • Directors and key shareholders listed on the document. 
  • An accountant/ solicitor/ notary familiar with the company.

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