Written by Sneha Patwari, Corporate Secretary Lead
I've guided hundreds of founders through the incorporation process across Hong Kong and Singapore. The questions are always different; the mistakes are usually the same. I write to help people avoid them.
Last reviewed by April 2026.
Key Takeaways
A certificate of incumbency is a corporate document that sets out the current directors, officers, and authorised signatories of a company, and confirms who is authorised to act on the company’s behalf.
It can be issued by your company secretary
Banks, legal firms, and overseas counterparties request it during due diligence.
Alternatively, a Company Particulars Report from the Companies Registry may be accepted in its place.
Your bank has asked for a certificate of incumbency, or a counterparty is asking for it, before a cross-border deal can proceed. You have never produced one before, and you are not sure who issues it, what it needs to contain, or whether it requires a notary.
This guide covers exactly that: what a certificate of incumbency is, what goes into it, who issues it in Hong Kong, and how to get one without creating delays. It also covers when notarisation is required and when an alternative may work instead.
Research Disclosure: This guidance is informed by our extensive experience supporting Hong Kong companies, as well as by Hong Kong’s primary company legislation—the Companies Ordinance (Cap. 622)—and the requirements of the Companies Registry.
What Is a Certificate of Incumbency?
A certificate of incumbency is a formal document that a company issues to confirm who currently holds authorised positions within it. It identifies the directors, the company’s officers, and the shareholders who have the legal authority to act on the company's behalf.
Banks and counterparties use it during due diligence, known as Know Your Customer (KYC) checks, to confirm they are dealing with a person who can legally bind the company to agreements or transactions. Without it, many institutions will not proceed with transactions.
Other names for the same document: Incumbency Certificate, Form of Incumbency, Certificate of Officers, Register of Directors, Secretary Certificate.
What Does a Certificate of Incumbency Include?
Most certificates in Hong Kong contain the following:
Standard inclusions
- Company name and registered office address
- Business registration number
- Date of incorporation
- Date the certificate is issued
- Names, titles, and signatures of authorised representatives
- Description of their powers of representation
- Signature samples of directors and officers for verification
- Signature of the company secretary
- Company seal (where applicable)
Optional inclusions (if requested)
- Names and titles of senior officers (CEO, CFO, COO)
- Names of current shareholders and their shareholding
- Authorised share capital and company structure
- Method of director appointment
The certificate lists individuals with formal authority: directors, senior officers, and occasionally significant shareholders. Employees or anyone without a formal governance role are not included.
The content may vary slightly depending on what the requesting party asks for.
Example of Certificate of Incumbency in Hong Kong
The certificate should be drafted in formal language. Here is the common format used for Hong Kong companies:
A certificate of incumbency is a formal document, so it should be written in a formal language similar to this format:
The undersigned, [Secretary’s Name], Secretary of [Company Name] (hereafter referred to as the "Company"), hereby attests that:
1. He/she is the duly elected and acting Secretary of the Company and is responsible for issuing and maintaining the records, minute books, and seal of the Company
2. Pursuant to the Company’s bylaws (or Articles of Association), the individuals listed below currently hold the positions stated alongside their names and have been duly appointed as of the dates specified. The signatures appearing opposite their names are true and genuine, confirming their authority to act on behalf of the Company.
[Name] [Signature] [Title] [Effective Date of Appointment]
[Signature and Seal of the Company Secretary]
[Name of the Company Secretary]
[Date]
The company secretary signs the document and may affix the company seal. Some banks or legal firms may also ask for a director to co-sign, depending on their internal requirements.
When Do You Need a Certificate of Incumbency?
The most common trigger is a bank or financial institution requesting it before opening a business account or approving a significant transaction. There are also several other situations where you will need one.
| Situation | Why is it requested |
|---|---|
| Opening a corporate bank account or a business account | The bank must verify which company representatives are authorised to open bank accounts, manage them, and approve transactions on the company’s behalf.. |
| international transaction or partnerships | In international business, overseas counterparties must verify the identity and authority of the individual signing contracts or agreements to ensure a secure business transaction. |
| Loan or investment agreements | Lenders and investors require confirmation that the signatory has the authority to commit the company to financial obligations. |
| Mergers and acquisitions | Verifies that the individuals negotiating and signing documents are legally authorised to do so. |
| Business visa applications | Some embassies and consulates request it to confirm the applicant's official role within the company. |
| Engaging legal counsel | Law firms may require it to confirm who they are authorised to communicate with and receive instructions from. |
Who Issues a Certificate of Incumbency in Hong Kong?
In Hong Kong, the certificate of incumbency is issued by the company secretary. This can be an in-house company secretary or a professional service provider acting in that role.
In some cases, a director may be asked to co-sign alongside the company secretary. Some institutions also request endorsement by a lawyer or a Certified Public Accountant (CPA) to add a further layer of credibility, particularly for high-value transactions.
How to Get a Certificate of Incumbency in Hong Kong
To get a certificate of incumbency in Hong Kong, contact your company secretary — whether that is an in-house role or an external corporate services provider. They will prepare and sign the certificate based on the company’s current statutory records.
Here are the typical four steps:
Step 1: Contact your company secretary
Get in touch with whoever acts as your company secretary. If you are not sure who this is, check your company incorporation documents or the most recent Annual Return filed with the Companies Registry.
Step 2: Provide updated information
Confirm that all relevant details are current: director names and titles, any recent changes in shareholding, and the signatures of authorised persons. If anything has changed since the last update, the company secretary will need to verify it before issuing the certificate.
Step 3: The company secretary prepares and signs the certificate
The company secretary drafts the certificate based on the company's statutory records, signs it, and affixes the company seal. If the requesting party requires additional endorsement from a lawyer or CPA, arrange that at this stage.
Step 4: Store it in the company's records
Once issued, keep the certificate in the company's minute book as part of its official corporate records.
Alternative: Company Particulars Report
You can order a Company Particulars Report directly from the Companies Registry's online portal, typically for HKD 22. This official report includes registered office address, share capital, directors, and shareholder information. Some banks and institutions accept it in place of a certificate of incumbency. Ask the requesting party first — it can save time and cost if they will accept it.
Does a Certificate of Incumbency Need to Be Notarised or Apostilled?
For domestic use in Hong Kong, notarisation is often not required. If the certificate will be used in another jurisdiction, the requirements depend on where it is going:
| Scenario | What is required |
|---|---|
| Used within Hong Kong only | Company secretary's signature and company seal. No notarisation needed. |
| Used in a country that accepts HK documents without legalisation | May only require the company secretary signature. Check with the receiving party. |
| Used overseas (e.g. for a bank in the UK, EU, or mainland China) | Typically requires notarisation by a Notary Public in Hong Kong, followed by an apostille. |
| Used in a country not party to the Hague Apostille Convention | May require consular legalisation rather than an apostille. Check with the relevant embassy. |
Apostille in Hong Kong: An apostille confirms the authenticity of the notary's signature so that the document is accepted internationally. In Hong Kong, apostilles can be obtained through the Hong Kong Judiciary Apostille Service, with a fee of HKD 125 per application. The Judiciary also provides an e-Apostille option as an alternative to the paper-based process
Can a Certificate of Incumbency Expire?
There is no formal expiry date on a certificate of incumbency. The document reflects the state of the company at the date it was issued. However, its validity may depend on how current the information is.
In practice, most institutions only accept a certificate dated within the past three months. If more time has passed, or if there have been any changes to the company's directors, officers, or shareholders, you will need to obtain a new one.
Updating the certificate typically requires a board resolution (a formal written decision approved by the company’s directors) approving the changes, followed by a new certificate from the company secretary.
Final Note
The certificate itself is rarely the bottleneck — knowing what the requesting party actually needs is.
Before you chase signatures and seals, confirm with your bank or counterparty exactly what format they require, whether a Company Particulars Report will do, and whether notarisation is needed. One question upfront can save days.
Need a Hong Kong company secretary or a Hong Kong business account? Statrys handles both online, without requiring you to visit Hong Kong. Learn more about Statrys.
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FAQs
What is a certificate of incumbency?
A certificate of incumbency is a company document issued to confirm who is currently authorised to act on its behalf. It lists the names, titles, and signatures of directors, officers, and authorised signatories. Banks, legal firms, and overseas counterparties use it to verify that the person signing documents or giving instructions has the legal authority to do so.
Does a certificate of incumbency need to be notarised in Hong Kong?
How long does it take to get a certificate of incumbency in Hong Kong?
What is the difference between a certificate of incumbency and a Company Particulars Report?
Who can issue a certificate of incumbency in Hong Kong?
Disclaimer
This article is for informational purposes only and does not constitute legal advice. Regulations and procedures may change. Consult a qualified legal or corporate services professional for advice specific to your situation.
