ContractsCounsel Logo

Certificate of Incumbency

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 10,572 reviews
No Upfront Payment Required, Pay Only If You Hire.
Home Types of Contracts Certificate of Incumbency

Jump to Section

What is a Certificate of Incumbency?

A certificate of incumbency is an official document used by a Limited Liability Company (LLC) or corporation to certify who the directors, officers, and shareholders are of a company. They typically include an incumbency certificate and register of directors within them.

Purpose of a Certificate of Incumbency

The purpose of a certificate of incumbency is to confirm who the signing officers of a company or corporation are. In a nutshell, they operate to designate who has the legal authority to make decisions on behalf of a Limited Liability Company (LLC) or corporation.

Making Business Deals

When entities want to do business with your company, it’s important for them to know which individuals in your company have the authority to sign agreements with them. This ensures that when they enter a commitment with you, the individual who signs their agreement has the authority to do so.

If an individual who does not have the authority to sign an agreement enters a contract with another entity, it makes the contract null and void. This means that no matter what agreements were made within the contract, it is not legally enforceable.

Opening Business Banking Accounts

Another major business operation that a certificate of incumbency is required for is opening financial accounts. If you want to establish a business banking or checking account, the bank is going to want to know who your authorized agents are. In addition to any legal documents that establish your business under state laws, certificates of incumbency are usually a minimum requirement to open new accounts.

This helps banks to be sure that whoever is opening the business account has the authority to do so. It all goes back to the legal implications of business dealings – entities can only work with authorized representatives of companies or risk getting into serious legal trouble otherwise.

Working with Corporate Lawyers

Certificates of incumbency can also establish who the registered agent affiliated with the company is. That means that you can give delegate the rights to enter into agreements to a third party, which is helpful from a business perspective if you choose to work with corporate lawyers who make decisions on your behalf.

Certificates of incumbency also help lawyers determine to who they can release vital legal information about the company to.

Even if you don’t intend to delegate daily tasks to a lawyer, a certificate of incumbency is still needed. If you need a lawyer for assistance with any legal-related matters, your representative will need to know who the big names in the company are and who’s authorized to have access to critical legal information.

Check out this article to learn more about the purpose of a certificate of incumbency.

Meet some lawyers on our platform

Matthew S.

14 projects on CC
CC verified
View Profile

Jeremiah C.

96 projects on CC
CC verified
View Profile

Zachary J.

345 projects on CC
CC verified
View Profile

Danny J.

7 projects on CC
CC verified
View Profile

What’s Included in a Certificate of Incumbency?

Successful certificates of incumbency are all-inclusive of all members of the company who can enter into agreements with other entities on the company’s behalf. They also include details about how the members within were brought on with the company, either elected or appointed, and how long they have the rights to sign on behalf of the company.

Here is a rundown of the members that a certificate of incumbency should include:

  • President
  • CEO
  • Secretary
  • Treasurer
  • Shareholders
  • Officers
  • Registered agents

In addition to this basic information, certificates of incumbency should also include signatures for each authorized officer. This is helpful for providing a sample signature and protects against any non-authorized parties creating forged signatures to enter illegal business deals on the company’s behalf.

Ensuring that each member of the company who is an authorized signer is included in your certificate of incumbency is vital to your business operations. This can help you avoid legal roadblocks that could prevent you from making essential business agreements for your company.

If you need help crafting a certificate of incumbency, the best thing you can do is hire a lawyer. Their expertise in the area can help you navigate the process with ease.

Here is an article about what’s included in a certificate of incumbency.

ContractsCounsel Certificate of Incumbency Image

Image via Pexels by Negative Space

How to Get a Certificate of Incumbency

Obtaining a certificate of incumbency is easier than you might think.

Here are two simple steps that you can follow to get a certificate of incumbency for your business:

Step One: Draft the Certificate

The first step to obtaining a certificate of incumbency is easy: draft the document. This process is usually completed by a company’s secretary and is the most vital part of the process. It can be helpful to draft a comprehensive list of all the company’s authorized signers to make this process as easy as possible.

Some states require that the document be notarized by a public notary, but this is not always required. Be sure to check the laws in your state to find out whether this is a requirement for you.

Once this document is created and notarized (if required), then it is filed with the State Secretary Office in the state that the company is headquartered in.

Certificates of incumbency should always include the company’s seal. This solidifies it as a valid legal document and is essential to the legality of the document as a whole.

Step Two: Create and File Minute Book

A minute book is a company file that includes a copy of all essential legal documents related to the business. Since the certificate of incumbency delegates who can enter legal agreements, it makes sense that it should be filed here.

Minute books are essential to company operations because they store vital paperwork all in one place. In the event of a legal dispute, having access to all legal documents in one easy-to-find place makes the process a lot simpler.

In addition to a certificate of incumbency, minute books also include these important documents:

Learn more about how to obtain a certificate of incumbency by checking out this article.

Who Signs a Certificate of Incumbency?

A successful certificate of incumbency is comprehensive of all representatives of a company who can enter into legal agreements on the business's behalf. In order to certify that the certificate is valid, signatures are needed. Typically, the following parties must sign the certificate to make it legally valid:

  • President
  • CEO
  • Secretary
  • Treasurer
  • Shareholders
  • Officers
  • Registered agents

Once all authorized parties have signed and printed their names, the company’s secretary signs the bottom to seal the deal. Once the certificate is signed and filed, any changes made can be completed using an addendum or by creating a new certificate of incumbency, which makes the previous version invalid.

Do you need to create a certificate of incumbency, but you’re not sure where to start? You need the help of experienced corporate lawyers to get the job done right. Post a project on ContractsCounsel today to get connected with corporate lawyers who specialize in certificates of incumbency today.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Certificate of Incumbency Lawyers

Alan B. on ContractsCounsel
View Alan
5.0 (3)
Member Since:
November 25, 2023

Alan B.

Business Attorney
Free Consultation
Tulsa, OK
10 Yrs Experience
Licensed in MO, MS, OK
University of Tulsa College of Law

At Barker Law, we provide clients with expertise in contract drafting and review, outside general counsel services, negotiation, commercial litigation, and regulatory navigation. We confidently handle transactional and regulatory matters for businesses and individuals. As our feedback shows, we excel at meeting and exceeding our clients needs.

Gunnar C. on ContractsCounsel
View Gunnar
Member Since:
October 3, 2023

Gunnar C.

Lawyer
Free Consultation
Indianapolis
12 Yrs Experience
Licensed in IN
Indiana University McKinney School of Law

I am a multifaceted lawyer, experienced in corporate law, nonprofits, private equity, real estate, financial services, taxation, trust and estate planning, and philanthropy. I am a strategic thinker and cross-functional collaborator who understands the importance of balancing revenue needs with business-minded legal counsel. I am skilled and experienced in preparing and reviewing SaaS agreements, service and vendor agreements, confidentiality, NDAs, data privacy, IP, licensing, real estate transactions, and partnership agreements.

Angela P. on ContractsCounsel
View Angela
Member Since:
October 4, 2023

Angela P.

Attorney
Free Consultation
NY & FL
21 Yrs Experience
Licensed in NY
New York Law School

I am an experienced New York Real Estate Attorney and Florida Licensed Title Agent with extensive knowledge in the Real Estate industry. With more than 20 + years and over 2500 closed transactions, I have become an expert at accurately assessing realtors', lenders' & investors' needs and proposing/implementing viable solutions that bring value to them. I focus on real estate settlement services, education, and training of real estate professionals. I am also skilled working with high-end clients, managing large and complex projects, building solid relationships, effectively and creatively solving complex issues, producing results under stress all with impeccable customer service.

Melissa T. on ContractsCounsel
View Melissa
Member Since:
October 5, 2023

Melissa T.

In-House Counsel
Free Consultation
Tustin, CA
12 Yrs Experience
Licensed in CA
Whittier Law

Having more than ten (10) years of experience in commercial law, I have garnered both relevant in-house and law firm experience. With more than a combined seven (7) years in-house experience, I have gained valuable insight in balancing the business needs with the legal risks and applying the legal skills I have acquired to various fields. I have specific experience with SaaS, vendor contracts, customer contracts, and general marketing agreements. Moreover, my law firm background has taught me to be detail-oriented and to be an effective negotiator in all types of commercial dealings.

Melody P. on ContractsCounsel
View Melody
Member Since:
October 5, 2023

Melody P.

Managing Partner / Owner
Free Consultation
Williamsport, PA
19 Yrs Experience
Licensed in PA
Duquesne University

I have been practicing law since 2005 and am licensed in the state of Pennsylvania. I started in Pittsburgh, PA and then moved to Williamsport in 2007 where I have practiced family law almost exclusively since. I am the managing partner /owner of Protasio & Jasper, P.C. I have had multiple Pennsylvania Supreme Court family law cases that have changed the law in Pennsylvania. I pride myself on being able to arm clients with information so that they can make informed decisions about their case.

Find the best lawyer for your project

Browse Lawyers Now

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Corporate lawyers by top cities
See All Corporate Lawyers
Certificate of Incumbency lawyers by city
See All Certificate of Incumbency Lawyers
related contracts
See More Contracts
other helpful articles

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city