Certificate of Incumbency

Certificate of Incumbency

Certifies current officers, directors, and their authority to bind a U.S. corporation for third-party reliance in corporate transactions.

Prerequisites

Gather before drafting:

1. Formation documents — articles/certificate confirming exact legal entity name with designator (Inc., Corp., Ltd., LLC)
2. Bylaws or operating agreement — current, with amendments noted (becomes Exhibit A)
3. Board resolutions or written consents — adoption dates; confirm notice, quorum, and voting thresholds
4. Officer/director roster — full legal names, exact titles, election/appointment dates
5. Third-party requirements — bank checklists, prescribed forms, specific certifications (FinCEN, TIN, sanctions)
6. Transaction description — purpose, named recipient, single vs. multi-closing

Output Structure

Header

CERTIFICATE OF INCUMBENCY followed by exact legal entity name matching articles of incorporation verbatim.

Certifying Officer Introduction

Secretary or Assistant Secretary certifies by full name and title:

• Holds office by valid election or appointment
• Is authorized to execute this certificate
• Corporation is validly existing and in good standing under [State] law as of certificate date

Certification Paragraphs

Incumbency Table

• Full legal names as on government-issued ID
• Reflect classified board or staggered term distinctions
• Disclose per-officer limitations: dollar caps, divisional scope, joint-signature rules

Reliance Paragraph

[CORPORATION] authorizes [THIRD PARTY] to rely fully upon all certifications and representations in this Certificate in connection with [TRANSACTION DESCRIPTION].

Execution Block

IN WITNESS WHEREOF block with: signature line, printed name, title (Secretary / Assistant Secretary), corporation name, corporate seal. Add notarial certificate if required; note apostille requirements for international use.

Exhibits

Each exhibit: labeled cover page referencing this Certificate; Secretary signs or initials each page or includes incorporation-by-reference statement.

Critical Checks

• Exact legal name — any variance from articles may cause rejection; verify corporate designator spelling
• Personal liability — certifying officer faces liability for material misstatements; corporation estopped from denying certified authority
• Resolution validity — confirm proper notice (or waiver), quorum, and voting thresholds before certifying
• Disclose all limitations — dollar caps, dual-signature rules, committee prerequisites; omitting creates apparent-authority risk
• Cross-reference consistency — entity name, titles, and authorized actions must match across all closing deliverables
• Bank add-ons — financial institutions may require FinCEN beneficial ownership, TIN, absence-of-bankruptcy, or sanctions/AML language
• Multi-closing — for revolving facilities or staged closings, address notice-of-change and re-certification obligations
• Jurisdiction — U.S. state corporate law governs; notice, quorum, and voting rules vary by state — verify against incorporating state's statute [VERIFY]