A Certificate of Incumbency means an official document that lists the names of incumbent individuals and their respective corporate office within an organization. This document is often used to confirm the identity of the signing officers of a corporation, sometimes, the names of directors and shareholders as well as minute book contents. A Certificate of Incumbency is also known as an Incumbency Certificate, a Certificate of Officers, an Officer Certificate, a Register of Directors, and as a Secretary Certificate.
In US legal practice, the certificate of incumbency typically certifies that certain persons hold certain offices with the corporation. Being an internal company's document confirming the authorities of the officer, a Certificate of Incumbency is usually required by receiving organizations in foreign countries. It is important for making sure that the person who signed the documents on behalf of the company is actually authorized to do so. Signing the Certificate of Incumbency is not necessary for witnesses.
A Certificate of Incumbency is needed in many sales or purchase transactions that the corporation is involved in. It is also used to confirm the signing Officers of a corporation. Sometimes such a certificate includes a confirmation of the Directors of a corporation, a confirmation of the Shareholders of a corporation and the number and type of Shares owned by them and a certification of the contents of a corporation's minute book as it has already been mentioned above. Such documents are usually used by lawyers and companies. Certificates of incumbency are required by international banks for the purpose of opening a bank account.
You can also order a Certificate of Incumbency addressing one of online agencies. Any company which deals with issuing Certificates of Incumbency will create such a certificate upon request. The cost of this service including a (short form) Certificate of Good Standing and standard flat-rate shipping, is $225.00. Any Apostille or expedited service would be an additional charge. For issuing a Certificate of Incumbency, a company on behalf of which you apply for a certificate, needs to register an issuing company as an agent for the company, must be in Good standing and a representative has to complete an order form, and payment must be submitted. However, you can not perform any actions on behalf of the company, unless you are authorized or provided duly signed Certificate of Incumbency, confirming you as an officer to carry out these actions. Processing times can vary according to individual circumstances. You should plan on at least a 3 business day turn around.
A Certificate of Incumbency usually contains such information as name of the company, date of incorporation or formation, registration number, authorized capital (for corporations), directors or managers of the company, officers of the company and shareholder or members of the company. It is strongly recommended that the forms are to be completed under the supervision of the organization’s corporate secretary and reviewed by a legal counsel. No additional legalization of the document by an embassy or consulate of the foreign country is required, if the Certificate is legalized with Apostille.
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