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Another Day, Another Document: So What Is a Certificate of Incumbency Anyway?

Starting a business can be simple. You come up with a service or product, market it, start to make some money -- and boom, you’ve got yourself a business! However, incorporating said business requires a bit more...paperwork.

At Delaware Business Incorporators, our scope of work involves handling the legalities of the business world, so that we can help you get your business up and running. While some might be surprised by the amount of documentation involved in business ownership, when it comes to legalities -- it’s par for the course.

In this blog, we’ve previously covered essential documents you need including your Corporate Kit, the home base for all your incorporating documents. Your Corporate Kit will typically include the Company Guidebook, Corporate Bylaws, Corporate Resolutions, Corporate Seal, a Meeting Minute Book, Membership/Stock Transfer Ledger, and Membership/Stock Certificates.

We've also explained the standard Operating Agreement, another essential document that’s key to the health, success, and legal status of your company. An operating agreement is a business contract that lays out the operations of a limited liability company (LLC) and identifies the agreements between members of that LLC. It basically serves as a way to set out all the terms and conditions agreed by the members of the LLC, and in many ways can protect the owners from liability.

While the Corporate Kit and Operating Agreement are essential to the foundation of your company, there’s another key piece of documentation that’s needed to help clarify the roles within your company. That document is the Certificate of Incumbency.

So, what is a Certificate of Incumbency? This document is prepared by a registered agent and then notarized, and it lists the corporate officers of the company. These officers can include the owners, directors, members, managers, and even shareholders of the corporation or LLC.

The Certificate of Incumbency maps out the hierarchy of the company by explaining which people hold which positions. The document can be used to prove their involvement with the company in case they are needed to participate in any legal transactions on behalf of the organization. Beyond just providing a list of names, the Certificate also explains how each person attained the position they hold. Whether by appointment, election, or hiring, the Certificate breaks it all down.

The Certificate of Incumbency is important because it helps to solidify the legality of the corporation. Banks, attorneys, and anyone else who may want to confirm the status of your corporation, and those holding positions within it, might request it, so it’s essential to have one on hand.

Your corporate secretary will typically be responsible for issuing the corporate resolution. This document will also require a corporate seal and the Secretary’s signature that will be notarized by a notary public. While your registered agent can assist with the Certificate of Incumbency. 

Okay, so the Certificate of Incumbency isn’t just “another document”, but we knew that. It is in fact a key piece of information that’s vital to the foundation of your corporation. If you need a Certificate of Incumbency for your corporation or LLC, you can contact one of our Incorporation Specialists at 1-800-423-2993 or 302-996-5819.


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