Certificate of Incumbency: Explained

Q: How can I get a Certificate of Incumbency notarized?

Thank you to a client from New York for that great question! A Certificate of Incumbency is a legal document that many businesses need, but many business owners are unsure of what it actually is or how to get one. So we created a blog post explaining what a Certificate of Incumbency is, how to create one, and whether to get it notarized.

What is a Certificate of Incumbency?

A Certificate of Incumbency (also called an Incumbency Certificate) is an internal legal document created by an LLC or corporation, which establishes who the officers, directors, and key stakeholders of the company are. The purpose of the certificate is to prove who has the authority to sign legal documents and make decisions on behalf of the company. Here are the items a Certificate of Incumbency will typically include:

• Basic information about the company, including when and where it was formed, who the registered agent is, and whether the business is in good standing.

• Name of each officer and his or her position (President, CEO, Treasurer, Secretary, etc.).
• Whether each officer was elected or appointed and how long his or her term is.
• The signatures of each officer.
• The name, title, and signature of the person who drafted the certificate (typically the company secretary).
• The corporate seal of the company.

You can find Certificate of Incumbency templates online to help you get started. However, since this is a legal document, it’s a good idea to consult an attorney before finalizing your certificate.

Once you’ve drafted and finalized your Certificate of Incumbency, you should keep it with the rest of your business records—such as meetings minutes and resolutions.

Why do I need a Certificate of Incumbency?

There are many situations in which your business may need a Certificate of Incumbency. Your bank, a business partner, or a corporate lawyer may ask to see this document in order to be certain that the person they’re dealing with is authorized to sign legal documents and make decisions. Here are some situations in which you may need a Certificate of Incumbency:

• Opening a business bank account
• Signing a legal document
• Completing a merger or acquisition
• Making an overseas deal

Need to use your Certificate of Incumbency overseas? Learn how to get an apostille.

Does a Certificate of Incumbency need to be notarized?

It depends. Some states require Certificates of Incumbency to be notarized, whereas others don’t. You should consult the laws of your state to see if this is a requirement. If you do need to have the certificate notarized, you simply need to go to your local public notary and have all officers sign the document in the notary’s presence. (All officers should have their personal IDs with them to prove their identities.) The notary will then stamp and sign the document, officially notarizing it.