Updated
GL-C-06
01 / In 30 seconds
The short answer
- 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
02 / In plain words
What Certificate of Incumbency means
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.
A case from practice
When an account was being opened, the bank requested a certificate of incumbency. The company had an unregistered change of director — the certificate had to be obtained after the registers were put in order, which pushed the timeline back by a couple of weeks.
When the certificate is required
- Opening a company bank account
- A large deal with a counterparty
- Notarial certification of documents
- Registering a subsidiary
- Programme due diligence
- Confirming a signatory’s authority
03 / What it covers
What the document contains
Officers
- Directors
- Company secretary
- Signatories’ powers
Ownership
- Members or shareholders
- Size of shareholdings
- Ownership structure
Company
- Name and number
- Jurisdiction
- Date of issue of the certificate
Use
- How recent the document is
- Apostille where required
- Translation
04 / How it works
How to obtain and use it
Make sure the data are up to date
The registers match the actual officers.
Request the certificate from the agent
Order from the registered agent.
Check the content
Names, shares, dates.
Apostille and translation
For use abroad.
Submit to the recipient
The bank or counterparty receives a fresh document.
05 / Key facts
What you need to know
01What it is
A certificate of officers
Directors, shareholders, secretary and often the ownership structure as of the issue date.
02Who issues it
The registered agent
Or an authorised person of the company.
03Who asks for it
Banks and counterparties
Banks opening an account, counterparties before a deal, notaries, registrars.
04Main requirement
Freshness
Recently issued certificates are accepted; the data must match the registers.
Common mistakes
Submitting an outdated certificate
Order a new one for the specific submission.
Not updating the registers before the request
First record the change of director or shareholder.
Confusing it with the certificate of incorporation
Incorporation is about creation; this certificate shows the current officers.
Forgetting the apostille for use abroad
Allow time for the apostille and translation.
06 / Expert advice
How to prepare in advance
Before requesting the certificate, check that the corporate data are up to date: all changes of director and transfers of shares are reflected in the registers. Then confirm the recipient’s requirements for recency and legalisation. The certificate is requested close to the time of filing so that it does not go out of date.
What we do for you. 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.
Anna KovalevskayaLead lawyer for EU citizenship and residency, 12 years of practice
07 / Questions
Frequently asked questions
A certificate of a company’s current officers and members as at the date of issue, often with the ownership structure.
The certificate of incorporation records the fact of the company’s creation. This certificate shows who manages and owns the company now.
The company’s registered agent or another authorised person, depending on the jurisdiction.
The document reflects the position as at the date of issue. Recipients usually require a certificate issued recently.
For use abroad — as a rule, yes, together with a translation under the rules of the receiving country.
First bring the company’s registers into line with the actual position, and only then request the certificate.
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