Certificate of Incumbency

certificate of incumbency | secretary certificate | board of directors register | delaware business incorporators inc.

Certificate of Incumbency

certificate of incumbency

In this section, we'll give you the definition and meaning of what this certificate is, when it is used, why the certificate is needed, and how you can obtain one for your LLC or corporation.

What is the purpose of the certificate?

The certificate is an official document that is issued by a LLC or corporation. It is a written and notarized statement that certifies the directors and officers of the company or members of a limited liability company and the positions they occupy as of a specific date. It can also include contents of the minute book.

Is this certificate known by other names?

In some countries, this notarized document is also known as an Incumbency Certificate, a Secretary Certificate or a Register of Board of Directors.

This certificate is created for organizations in countries outside of the United States to make sure that the person who signed the documents on behalf of the company is actually authorized to do so.

Who prepares this document?

It is usually prepared by the company's Registered Agent or corporate secretary and includes a place for each officer to sign.

The incumbency certificate is an official act of the LLC or corporation, and interested third parties can reasonably rely on its accuracy and to confirm the identity of the officers or members of the company.

Who requires the certificate?

Certificates of incumbency are required by banks for the purpose of opening a bank account.

A properly executed Certificate of Incumbency allows professional sub-contractors, investors, banks, and government agencies to determine who has the authority to enter into agreements on behalf of an organization.

An Apostille can be attached to a notarized Certificate of Incumbency for use in countries outside the United States who are members of the Hague Convention.

What is the difference between an incumbency certificate and a good standing certificate?

An incumbency certificate is issued by a company and lists officers, directors, and members. A good standing certificate is issued by a state agency and verifies and confirms that all of the company's franchise taxes are current and up to date and that any required annual reports have been completed and filed.

Can you provide a sample, template or example of the incumbency certificate?

No. We do not provide samples, templates or examples for this document prior to purchase.

How much does an incumbency certificate cost?

We charge a preparation fee of $100. This includes the Certificate Incumbency and verification that the corporation or LLC is in good standing with the State of Delaware.

How do I obtain this certificate?

You can order an incumbency certificate from us. Complete our online order form and we'll process your order immediately.

Do I need to provide any documentation to Delaware Business Incorporators before you will issue the Certificate of Incumbency?

Yes. As a requirement, we will need either a corporate resolution (if corporation) or a membership resolution (if LLC). The resolution must signed and notarized. Our resolution forms are in Word (.doc) format.

We will also need a passport or government issued ID of the person or persons named in the certificate of incumbency.

Is Delaware Business Incorporators, Inc. a law firm?

No. We are not a law firm. We are a filing company. We do retain paralegals on staff who are trained in form preparation and document filing with Delaware and other states. We do not offer legal advice.

Does my company need to be in "good standing"?

Yes. Your corporation or LLC will be required to be in good standing with the State of Delaware and with us. Any outstanding franchise tax due to the state will need to be paid. Any outstanding invoices with Delaware Business Incorporators, Inc. will need to be paid as well.

How long does it take to get the completed certificate?

We can prepare the certificate and email it to you within 24-48 hours if not sooner. Please let us know your requirements.

Will the certificate be in a PDF format?

Yes. We will prepare the incumbency certificate in Word, have you review the certificate for accuracy, and then prepare the final document in PDF format. You will need the Adobe Reader to download the completed PDF document.



We hope this information was beneficial to you. If you have any questions, please do not hesitate to call us at 1-800-423-2993 or 302-996-5819. Thank you for your interest in the certificates of incumbency document.


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