Operating a company is more than just daily operations and big ideas — it also means handling vital paperwork that proves your business is legitimate and trustworthy. One such document, often overlooked but absolutely essential, is the Certificate of Incumbency.
This official certificate lists your company’s key officers and confirms who has the authority to make binding decisions, open bank accounts, and sign contracts on your behalf. It acts as a stamp of credibility for banks, investors, legal advisors, and international partners.
Without a valid Certificate of Incumbency, simple tasks like setting up a business bank account or closing an important deal can hit costly roadblocks.
In this guide, you’ll learn exactly what a Certificate of Incumbency is, why it’s needed, how to draft one correctly, and tips to keep it up to date.
What is a Certificate of Incumbency?
A Certificate of Incumbency, sometimes called an Officer’s Certificate or Incumbency Certificate, is an official document issued by a company to confirm the names, titles, and authority of its directors, officers, and key stakeholders.
Banks, investors, law firms, and partners rely on this document to verify that the people they deal with are genuinely authorised to make legally binding decisions on behalf of the company.
Why Do You Need a Certificate of Incumbency?
Your company may need this certificate for several common reasons:
1. To Open a Corporate Bank Account
Most banks require a Certificate of Incumbency to confirm who is authorised to open, operate, and manage the company’s business account. It assures the bank that the person signing has legal authority.
2. To Sign Contracts & Agreements
When entering significant contracts, clients or partners want to know that the signatory has the power to bind the company legally. The certificate prevents unauthorised individuals from committing the business to an agreement.
3. For Legal Representation
Lawyers often request this certificate to confirm who is permitted to give instructions, receive confidential information, or authorise legal actions on behalf of the company.
4. For International Transactions
When dealing with overseas partners, many jurisdictions require an official Certificate of Incumbency — often notarised and apostilled — to verify the company’s authorised officers.
What Should Be Included in a Certificate of Incumbency?
A well-prepared Certificate of Incumbency typically contains:
- Company Name and Registration Details — official legal name and incorporation number.
- List of Officers and Directors — names, titles (e.g., Director, CEO, CFO), and sometimes signatures.
- Statement of Authority — confirmation that the listed persons are duly appointed and authorised to act for the company.
- Date of Issuance — when the certificate was prepared.
- Company Seal or Stamp — to prove authenticity.
- Signature of Corporate Secretary or Authorised Officer — usually the secretary signs it and may get it notarised.
How to Get a Certificate of Incumbency?
Getting a Certificate of Incumbency is straightforward if you follow these steps:
Step 1: Draft the Certificate
The corporate secretary or an authorised officer prepares the certificate. Include all required details: company name, registration number, list of officers, and their roles.
Step 2: Review and Notarise
Double-check that all names, roles, and legal references are accurate. In some jurisdictions, notarisation or an apostille may be required, especially for international use.
Step 3: Attach the Company Seal
Affix the official corporate seal or stamp to confirm authenticity.
Step 4: File and Store Properly
Keep a copy in your company’s minute book or corporate records binder. Banks, lawyers, or partners may request a certified copy at any time.
Real Example: How It Works in Practice
Imagine a Singapore-based tech company opening a branch in Canada. The Canadian bank requires proof of who can operate the new account. The parent company’s secretary issues a Certificate of Incumbency listing the CEO and CFO as authorised signatories. The bank checks this certificate — and only allows these officers to manage transactions, preventing fraud or misuse.
Without this certificate, opening the account could take weeks longer and raise compliance red flags.
How It Differs in Various Countries?
While the core purpose is the same worldwide, the requirements can differ:
- USA: Often called an Incumbency Certificate or Officer’s Certificate, sometimes combined with a Certificate of Good Standing.
- UK: Sometimes referred to as a Secretary’s Certificate, usually issued alongside the company’s statutory registers.
- Offshore jurisdictions: Many offshore companies use it for bank compliance and cross-border trust setups — so notarisation and an apostille are almost always needed.
Conclusion
A Certificate of Incumbency may seem like just another piece of corporate paperwork, but in reality, it’s a powerful document that secures your company’s credibility in the eyes of banks, legal professionals, and global partners.
Keeping this certificate accurate and current proves that your business is well-managed and compliant with local and international requirements. It saves time, avoids disputes, and ensures smooth transactions — whether you’re opening accounts, signing multi-million-dollar contracts, or expanding overseas.
Don’t wait until a bank rejects your application or a partner questions your signatory’s authority. Prepare your Certificate of Incumbency properly, review it regularly, and seek legal advice if you’re unsure about your local requirements.
FAQ’s
Not legally mandatory in all cases — but essential for banking, legal representation, and large transactions.
Usually, the Corporate Secretary, or a company director in small businesses.
It stays valid until there’s a change in the listed officers, so update it immediately when roles change.
For domestic use, notarisation is optional. For international use, most banks or partners will require notarisation and an apostille.
