My Delaware Company

What is a Certificate of Incumbency?


A Certificate of Incumbency, or as it is called outside of the United States: Incumbency Certificate, Certificate of Officers, Officer Certificate, Register of Directors, Secretary Certificate, is a document used to confirm the identity of signing officers of a corporation. It is a legally composed document that proves the positions of the officers or members of a Limited Liability Company starting at a particular date. This certificate determines who has the authority to enter into legally binding agreements on behalf of the organization.

This certificate is usually asked by foreign receiving organizations or banks when the company is opening an account to ensure that the people signing the documents on the company’s behalf are members of upper-level management and are sanctioned to engage in legal transactions.

The standard format of The Incumbency Certificate illustrates how the company was formed and the current corporate structure. Information in the document includes the names of the officers/directors and the standing of these individuals in the corporation. It also displays whether these members were appointed or elected in their position, as well as the term of their office.

Situations Where You Might Need a Certificate of Incumbency:

-While opening bank accounts

-When working with third parties

-When working with external companies

-While opening a new branch within the country

-In the State of Delaware, for an entity to produce your Incumbency Certificate, they must be your company’s registered agent.



-Passport Image or photo ID issued by the government for all persons to be listed on the Certificate of Incumbency

-Certificate of Good Standing issued by the State of Delaware. (This document is not filed or made available to the public with the State of Delaware.)


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