Certificate ofIncumbency
Certificate of Incumbency
- What it is
- A certificate of a company’s current officers and members
- What it contains
- Who is director, member or secretary as at the date of issue; often the ownership structure
- Who issues it
- The registered agent or an authorised person of the company
- Who asks for it
- Banks when opening an account, counterparties, notaries, registrars
- Key point
- The document reflects the position as at the date of issue — how recent it is matters
In plain words
A certificate of incumbency is a certificate showing who the company’s current officers and members are: the directors, the members or shareholders, the secretary and often the ownership structure with shareholdings. The document is issued by the registered agent or an authorised person of the company.
Its purpose is to give an outside party a reliable and current picture. The constitutional documents show how the company was formed, the registers are kept by the company itself, while this certificate from an independent agent confirms the current state of affairs as at a specific date. That is why it is requested by banks when opening an account, counterparties before a major transaction and notaries when certifying documents.
The key practical requirement is recency. The document reflects the position as at the date of issue, and recipients usually accept certificates issued recently. The second requirement is that it matches reality: if the company has changed director and the certificate was issued on old data, the discrepancy will be discovered and will raise questions. That is why corporate information is kept up to date at all times.
When the certificate is required
What the document contains
- Directors
- Company secretary
- Signatories’ powers
- Members or shareholders
- Size of shareholdings
- Ownership structure
- Name and number
- Jurisdiction
- Date of issue of the certificate
- How recent the document is
- Apostille where required
- Translation
How to obtain and use it
- 01Make sure the data are up to date
- 02Request the certificate from the agent
- 03Check the content
- 04Apostille and translation
- 05Submit to the recipient
What you need to know
- The certificate reflects standing as at the date of issue
- Recipients usually require a recent document
- The data must match the company’s registers
- Often part of the standard corporate set
- An apostille and translation may be required for use abroad
Common mistakes
- Filing an out-of-date certificate
- Not bringing the registers into line before the request
- Confusing this certificate with the certificate of incorporation
- Not checking the content before filing
- Forgetting the apostille when using it abroad
What this means for a BRIDGES client
We put corporate data in order in advance and assemble the set to the requirements of the particular bank or authority. Discrepancies between the registers and the facts are the most common cause of delays with companies.
Frequently asked questions
01 /What is a certificate of incumbency?
A certificate of a company’s current officers and members as at the date of issue, often with the ownership structure.
02 /How does it differ from a certificate of incorporation?
The certificate of incorporation records the fact of the company’s creation. This certificate shows who manages and owns the company now.
03 /Who issues it?
The company’s registered agent or another authorised person, depending on the jurisdiction.
04 /How long is it valid for?
The document reflects the position as at the date of issue. Recipients usually require a certificate issued recently.
05 /Is an apostille needed?
For use abroad — as a rule, yes, together with a translation under the rules of the receiving country.
06 /What should be done if the data differ?
First bring the company’s registers into line with the actual position, and only then request the certificate.
See also
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This material has undergone editorial review by BRIDGES.
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