Certificate of Incumbency: Examples & Where to Get One

If you’re trying to open a business account or make a significant business transaction on behalf of your company in Hong Kong, you may be asked to provide several supporting documents. One of them is likely to be a certificate of incumbency. 

In this article, we explain what a Certificate of Incumbency is, what information it contains, when it is required, and where to obtain one in Hong Kong. We also include an example of what it looks like.

Let’s get started.

A Certificate of Incumbency is a formal document  issued by a corporation to confirm the identities and titles of individuals currently holding key positions in a company, such as the company's current directors, officers, and shareholders. The certificate verifies their authority to act on behalf of the business in legally binding transactions, such as opening a corporate bank account.

The information is drawn from the company’s statutory and internal records and reflects the position of the company as of a stated date. 

The certificate of incumbency typically includes the following information:

The certificate of incumbency authorises individuals who have the legal authority to act on behalf of the company, such as directors, company officers (e.g., CEO, CFO, COO), and occasionally key shareholders. Individuals who do not have the authority to act on behalf of the company, such as employees or minor shareholders, are usually not listed.

Below is an example of what a certificate of incumbency in Hong Kong typically looks like:

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]

A certificate of incumbency is needed when the other side needs confidence that the right person is signing, most commonly when opening bank accounts, handling legal matters, or finalising international business deals.

Financial institutions request a certificate of incumbency to confirm who is authorised to open bank accounts and approve major transactions, such as large payments or international transfers, on behalf of a company. When a company representative visits the bank, the certificate helps verify their role and signature during due diligence, known as Know Your Customer (KYC) checks, to reduce the risk of fraud and money laundering.

For cross-border deals, partnerships, or transactions, counterparties may require a certificate of incumbency to verify authority, sometimes with notarisation depending on the jurisdiction. This helps both parties confirm identities and ensure the agreement is legally binding, which is especially important when not everyone can be physically present.

Lenders and investors may request a certificate of incumbency to confirm that the person signing has authority to commit the company to a loan or investment agreement. This helps mitigate the risk of fraudulent applications.

During mergers and acquisitions, a certificate of incumbency confirms that the individuals negotiating and signing documents have the authority to act on behalf of the company. Without this verification, the transaction may not be legally valid.

A certificate of incumbency may be required for certain business-related visa applications. This document assists the embassy or consulate in confirming the applicant’s position within the company, thereby verifying their authority to travel for business purposes on behalf of the company.

When engaging legal counsel, a law firm may request a certificate of incumbency to verify the identity and authority of the individuals they are working with. For instance, if an attorney is drafting a contract involving transactions between companies, the certificate of incumbency confirms who has the legal authority to bind the company to the agreement. It also helps establish the company's registered agent and determines who the corporate lawyers can communicate with regarding sensitive legal information.

In Hong Kong, a Certificate of Incumbency is issued by the company secretary, also called the corporate secretary. They certify the current company directors, officers, shareholders, and authorised signatories based on the company’s statutory records.

The company secretary may be an in-house secretary or a professional firm acting in that role. Many Hong Kong companies use corporate service providers, law firms, or accounting firms as their company secretary, and these firms can issue and certify the certificate of incumbency on the company’s behalf.

In some cases, a director may sign the certificate, often together with the company secretary, depending on the requirements of the bank or institution requesting it.

In Hong Kong, a certificate of incumbency is usually prepared and signed by the company itself through its directors or company secretary. To enhance its credibility, a reputable third party, such as a lawyer or a certified public accountant (CPA), may also endorse it. The process generally involves the following steps.

The company secretary and other responsible parties should gather and verify all relevant company details, including the names and positions of directors, shareholders, and authorised signatories. Ensure that all information is accurate and up to date before proceeding.

The company secretary prepares and signs the certificate of incumbency and affixes the corporate seal. It bears the corporate seal, as it is considered an official legal document. 

To enhance credibility, the certificate may also be endorsed by a lawyer or a certified public accountant if required. Notarisation and apostille can further support the document’s validity, particularly in cross-border or high-value legal matters.

Once issued, the certificate of incumbency should be kept in the company’s minute book as part of its official corporate records.

As an alternative, you can request a Company Particulars Report from the Companies Registry’s online portal for a fee of HKD 22. This report provides comprehensive company details and may be accepted in place of a certificate of incumbency.

A certificate of incumbency does not expire, but its validity depends on the requirements of the requesting party. Depending on the requirements of the recipient, you may need to provide one that is dated within the past three months. 

Additionally, you will need to update the certificate whenever there are changes in personnel.

A certificate of incumbency must be updated whenever there are material changes to a company’s governance or ownership structure. This includes the appointment, removal, or replacement of directors, officers, or significant shareholders. Updating the certificate ensures that it accurately reflects the current authorised representatives of the company and reduces the risk of fraud, misrepresentation, or disputes over authority.

If the certificate needs to be updated, the process typically involves a board resolution approving the changes, issuing a new certificate of incumbency, and updating internal records. In some cases, you may also need to notify relevant parties or file updates with government authorities.

A Certificate of Incumbency plays a critical role in confirming who has the legal authority to act on behalf of a Hong Kong company. Banks, counterparties, lawyers, and government authorities rely on it to verify identities, validate signatures, and ensure that transactions are properly authorised.

Because the certificate reflects a company’s internal records at a specific point in time, it should be updated by the company secretary whenever there are changes to directors, officers, or authorised signatories. Keeping a recent, accurate certificate readily available can significantly reduce delays during financial account openings, cross-border transactions, and legal matters.

By working closely with your company secretary or professional service provider like Statrys, you can ensure that requests for a Certificate of Incumbency are handled efficiently, helping your business move forward without unnecessary administrative friction.