What Is a Certificate of Incumbency? Examples & Where to Get One

If you are trying to open a business bank account or conduct significant transactions on behalf of your company, you may be asked to provide several important documents. One of the key documents you'll likely need is a certificate of incumbency.

As your company works with outside parties like financial institutions and international vendors, it's necessary to verify the identities and authorisation of company representatives during legal, financial, or contractual transactions. A certificate of incumbency is a common tool for this verification.

This article will answer all related questions about a certificate of incumbency, including what details are included, who can issue it, and what it looks like.

A certificate of incumbency is an official document issued by a corporation or limited liability company (LLC) to confirm the identities and titles of the company's current directors, officers, and shareholders involved in the organisation, verifying their authority to act on behalf of the business.

It’s often requested and used by banks whenever a company opens an account. That way the bank can check the name and signature of the director of the company against the certificate of incumbency to make sure that they are who they say they are, and have the legal authority to open bank accounts for the company.

Typically a certificate of incumbency is issued by the corporate secretary of the business and will bear the corporate seal, as part of the company records.

Since the company secretary keeps records, a third party can trust that the certificate is a company record as well as be assured that the information is accurate.

The certificate of incumbency will show 

• Date of the certificate
• The company name 
• The registered office address.
• List of the names of the directors and officers in higher positions in the company, such as CEO, CFO, COO, and treasurer
• Positions of the directors and officers
• Key shareholders (optional) 
• A term of office
• Method of directors and officers’ appointment, such as being elected or appointed by peers
• Signature samples of all directors and officers listed in the certificate for comparison purposes. The signature sample ensures that any signature sent or needed by anyone on the certificate of incumbency can be verified.
• Signatures of the company secretary

A certificate of incumbency is needed in several situations, most commonly to open bank accounts, conduct legal affairs, and finalise international business deals.

A certificate of incumbency is required whenever the company wants to conduct a major transaction through a bank or open a bank account.

Since a company will send a representative to the bank, the bankers might request a certificate of incumbency to make sure everything matches up and that actions can be taken on the company's behalf.

For example, if you are the company's president and visit the bank, you can present them with a certificate of incumbency, which will officially confirm your role as the company's president.

It will also have all the information about his role and signature.

Once the names are matched, the transitions or opening of accounts can proceed. 

When engaging legal counsel, the law firm will need to see the identity of who they are working with.

For instance, if an attorney is drafting a contract detailing transactions between different companies, a certificate of incumbency allows them to see who can legally bind the company to these contracts. 

It also helps establish the company's registered agent and determines who the corporate lawyers can communicate with regarding sensitive legal information.

If your company plans to make any overseas deals, partnerships, or transactions, the certificate will have to be notarised. This helps both parties verify one another’s identities and make sure that everything is legally binding without unnecessary complications.

This is especially important with overseas deals when not everyone can physically be in the same room.

When applying for a business loan, a lender may request a certificate of incumbency to confirm that the applicants have the authority to commit the company to the loan agreement. This helps mitigate the risk of fraudulent applications.

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.

The certificate primarily certifies the identities of the individuals signing the document and confirms their authorisation to make agreements on behalf of the business or corporation.

A certificate of incumbency is a legal document with varying application processes depending on the region. Typically, the company itself, through its directors or corporate secretary, prepares and signs the certificate. To enhance its credibility, a reputable third party, such as a lawyer or a certified public accountant (CPA), may also endorse it. 

In Hong Kong, you can request a "Company Particulars Report" from the Companies Registry online portal instead of a certificate of incumbency. This government-issued report costs HKD 22 and includes comprehensive details about a company, such as its directors, shareholders, and authorised representatives.

Often, it can be used in place of a certificate of incumbency and is typically more cost-effective than obtaining it through your company secretary. Alternatively, your Hong Kong company secretary can also prepare and issue a certificate of incumbency.

Despite its importance, the document is usually legally valid without witnesses or other formalities, such as being notarised.

Although some may choose to use a public notary to authorise their document, notarisation is generally not required. All you need is for the secretary of your business to sign the document, and then it should be legally binding.

It's best to look at local laws to understand whether a certificate of incumbency needs to be notarised in your area, as notarisation may be required in some parts of the world for the certificate to be valid.

No, a certificate of incumbency does not expire. However, 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.

Most of the document would read like an old-timey letter, which would include something like the following:

“The undersigned, [Secretary’s Name], Secretary of [Company Name]. (hereafter the "Company"), hereby attests that:

He/she is the elected and acting Secretary of the Company and is responsible for issuing and maintaining the records, minutes, and seal of the Company.

Pursuant to the Company bylaws (or Articles of Association), the people listed below hold the position set forth opposite their names with the Company, the signature appearing opposite each such officer's name is their own true signature.”

Underneath all of the signatures, names, and titles would be listed, and it would be followed by the signature of the secretary.

The format may vary by jurisdiction. Below is an example of what a certificate of incumbency in Hong Kong looks like:

What Goes in the Minute Book?

The minute book for any company contains the corporate articles, bylaws, reports, and the minutes for any shareholder's and directors' meetings that might be held.

Any official or legal document goes into the minute book and will need to be kept up to date as time goes on and as new and old employees join and leave the company.
Additionally, the certificate of incumbency helps to confirm that everyone who has signed the certificate is able to uphold the accuracy of the minute book and confirm that the minute book is legitimate. 

The most common reason that a company's certificate of incumbency will need to be changed is because of staff changes. For instance, a company director leaves.

If the certificate needs to be changed for whatever reason, then there are several processes in place, typically involving a board resolution approving the changes, preparing a new certificate of incumbency, updating internal records, notifying relevant parties, and potentially filing with government authorities. Specific requirements vary by jurisdiction.

When personnel change, the certificate must be updated to reflect the new individuals in their respective roles to ensure everything can continue to run smoothly and prevent potential fraud or disputes regarding the authority of individuals within the organisation.

A certificate of incumbency is essential for confirming the identity and authority of individuals in a company. Without it, verifying who has the authority to act on behalf of the company can be difficult, which can cause delays or disruption in business operations. 

It’s important to prepare and keep your certificate of incumbency up-to-date. While understanding what the document is may be straightforward, keeping it current can be more challenging.

But once you are able to do that, then it’s another document that can make running your company even smoother. Without it, a lot of business decisions and steps will be made a lot more complicated.

If you're looking to open a business account for a company in Hong Kong, you'll need to provide a document confirming the identity of individuals authorized to act on behalf of the company. One such document could be a certificate of incumbency.

A certificate of incumbency outlines key personnel in the company and confirms their authority to act on behalf of the company. It should be prepared and signed by your Hong Kong company secretary, who is a local representative or a licensed Hong Kong Trust and Corporate Service Provider (TCSP).

However, it is much more common in Hong Kong to use a Company Particulars Report from the Companies Registry. This government-issued report, available online through the e-Services channel for HKD 22, provides comprehensive information about the company, including its directors, shareholders, and authorised representatives. Depending on the recipient's requirement, it can serve as a more cost-effective alternative to the certificate of incumbency.

If you’re looking to incorporate a company in Hong Kong, manage compliance easily, or open a business account, try Statrys.

Statrys offers a comprehensive Hong Kong company incorporation service, with a registered address and a company secretary, to ensure adherence to local regulations. It also assists in opening a multi-currency Statrys business account—a modern alternative to traditional banks. The process can be completed 100% online. 

If your company is already registered in Hong Kong, Singapore, or the BVI, you can apply for a business account with Statrys right away. The account allows you to easily receive and make payments in HKD, USD, CNY, and other major currencies, all with lower fees and competitive FX rates.

Here’s a summary of the features of a Statrys account: