Delaware Certificate Of Incumbency: Procedure To Obtain & Details Included

A Delaware Certificate of Incumbency is a printed and certified declaration that attests to the existence of the company’s directors, officers, or members and the positions they hold as of a particular date.

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delaware certificate of incumbency

Delaware Certificate Of Incumbency

If there’s one document you should prioritise when starting a business, it’s the Certificate of Incumbency and the aspects involved in running your Delaware company: you need it to enter agreements, open bank accounts, and engage with corporate/government agencies. Establishing a company requires filing tons of paperwork, some of which are more or less challenging depending on your proficiency with corporate terminology. 

A Delaware Certificate of Incumbency is a printed and certified declaration that attests to the existence of the company’s directors, officers, or members and the positions they hold as of a particular date. The minutes’ contents may also be included.

What is a Certificate of Incumbency all about?

Usually in USA used by a Limited Liability Company (LLC) or corporation, a Certificate of Incumbency is an official document that certifies the administrators, managers, or shareholders in a company. The names, positions held, and ownership stake held by the Delaware-registered business are listed in the Certificate of Incumbency. A Delaware Certificate of Incumbency is a document that may only be prepared, notarized, and filed on behalf of your company by a registered agent.

When is the Delaware Certificate of Incumbency needed?


In these situations, a Delaware Certificate of Incumbency serves to specify who has the authority to make a legally binding decision on behalf of a company or LLC in USA.

i) For negotiating commercial deals or signing any legal paperwork

When a signing officer signs a deal with another party without authorization, the agreement is null and void. A Delaware certificate of incumbency  can be used in this situation to demonstrate the signatory’s legitimacy. This is crucial when growing a company outside of Delaware or across international borders.

Before getting into partnerships, businesses looking to engage with your LLC must know who in your company has the authority to execute agreements with them. Having the firm seal and being kept by the corporate secretary, a foreign entity can be confident in the legitimacy and dependability of this document.

ii) Creating accounts in banks

An important action that requires this Delaware Certificate of Incumbency is opening bank accounts for Delaware corporations. Inquiries regarding your authorised agents will be made by the bank or any other finance company if you want to create a checking or business banking account. Aside from other legal documents that form your business under state law, certificates of incumbency are necessary to open new accounts. This makes it simpler for the banks to confirm the legitimacy of the person opening the business account.

iii) Verifying the authenticity of the Minute Book

Every important document, including annual reports, bylaws, resolutions from shareholders or directors, and meetings, is recorded in the minute book. The certificate of incumbency will be useful when it is necessary to verify that the signing officials listed in the Minute Book are legitimate (especially when the government agencies or auditors need to approve the validity).

What are the procedures to obtain a Delaware Certificate of Incumbency?

  • Gather all the data necessary to create a draught: To expedite the procedure, you should create a comprehensive list of all parties with permission. The corporate secretary will often be in charge of this task.
  • Assemble and store the business’s minute book: This one needs to be filed because it verifies who is qualified to sign or make a contract.

The company contacts its registered agent and provides the relevant paperwork so that the agent can get the information they require.An annual report filing or an internal record identifying the officers and directors, such as minutes, laws, resolutions, etc., might serve as that paperwork. The certificate of incumbency can then usually be returned by the registered agent in a day. It is often additionally obtained and attached as additional proof a certificate of good standing from the jurisdiction of record. Following a notary public, the document is given to the institution that requested it.

What details are Included in an Delaware Certificate of Incumbency and who has the authority to sign it?

The name of the business, the Delaware file number, the information on the Delaware registered agent, and the fact that the notary is a legitimate notary are all included on every Certificate of Incumbency that we offer. Additionally, LLCs provide proof that a corporation is compliant with the LLC Act and can conduct any type of business.

The business would have to give additional details. Normally, the directors and owners of a company and the members and managers of an LLC are disclosed. But if anyone needs it, one can add more information to the paper, including corporate locations or the names of the people who can sign it.

Everyone who has the power to sign documents, typically a secretary or another appointed corporate officer, must do so. The company secretary’s signature at the bottom of the contract completes the process.


The Delaware Certificate of Incumbency is concerned with business agreements, legal issues, and resolving potential conflicts. When launching a business, you should therefore invest more time into getting things done.


The names of the executives, directors, and members are listed on an incumbency certificate that is issued by the corporation. A good standing certificate is given by a state agency that validates and confirms that all franchise taxes are paid in full and on time, and that any necessary annual reports have been finished and filed.

The name “Incumbency Certificate,” “Secretary Certificate,” or “Register of Board of Directors” may also be used to refer to this certified document in some other nations. In order to ensure that the individual who signed documents on behalf of the business was in fact allowed to do so, this certificate was developed for companies in nations other than the United States.

The Corporate Resolution’s primary benefit is that it proves that an entity decided to take specific measures by virtue of the fact that it is a document that states this. The fact that it is an internal business document makes this certificate similar to the Certificate of Incumbency.

Due to their prior work in the position, incumbents of most political posts sometimes enjoy greater name recognition. Additionally, incumbents have simpler access to campaign funding as well as government tools (like the franking privilege) that can be used subtly to help the incumbent win re-election.

A Certificate of Incumbency can be issued by Delaware, however you can also do it on your own. Many Delaware businesses prefer that this certificate be issued by a third party.