Certificate of Incumbency
Certifies current officers, directors, and their authority to bind a U.S. corporation for third-party reliance in corporate transactions.
Prerequisites
Gather before drafting:
- Formation documents — articles/certificate confirming exact legal entity name with designator (Inc., Corp., Ltd., LLC)
- Bylaws or operating agreement — current, with amendments noted (becomes Exhibit A)
- Board resolutions or written consents — adoption dates; confirm notice, quorum, and voting thresholds
- Officer/director roster — full legal names, exact titles, election/appointment dates
- Third-party requirements — bank checklists, prescribed forms, specific certifications (FinCEN, TIN, sanctions)
- Transaction description — purpose, named recipient, single vs. multi-closing
Output Structure
Header
CERTIFICATE OF INCUMBENCY followed by exact legal entity name matching articles of incorporation verbatim.
Certifying Officer Introduction
Secretary or Assistant Secretary certifies by full name and title:
- Holds office by valid election or appointment
- Is authorized to execute this certificate
- Corporation is validly existing and in good standing under [State] law as of certificate date
Certification Paragraphs
| # |
Topic |
Content |
| 1 |
Governing Documents |
Bylaws/OA attached as Exhibit A — true, correct, complete, currently in effect; identify amendments |
| 2 |
Resolutions |
Each by adoption date; authority granted; in full force and effect, unamended and unrescinded |
| 3 |
Incumbency |
Tabular officer/director list (see table below) |
| 4 |
Authority Scope |
Signing limits, dollar thresholds, dual-signature or committee-approval requirements |
| 5 |
Purpose & Reliance |
Named third party, transaction description, explicit reliance authorization |
| 6 |
Temporal Scope |
Speaks as of execution date; notification obligations or re-certification for multi-closing |
Incumbency Table
| Full Legal Name |
Exact Title |
Specimen Signature |
Date Elected/Appointed |
| [Name] |
[Title] |
_________________ |
[Date] |
- Full legal names as on government-issued ID
- Reflect classified board or staggered term distinctions
- Disclose per-officer limitations: dollar caps, divisional scope, joint-signature rules
Reliance Paragraph
[CORPORATION] authorizes [THIRD PARTY] to rely fully upon all certifications and representations in this Certificate in connection with [TRANSACTION DESCRIPTION].
Execution Block
IN WITNESS WHEREOF block with: signature line, printed name, title (Secretary / Assistant Secretary), corporation name, corporate seal. Add notarial certificate if required; note apostille requirements for international use.
Exhibits
| Exhibit |
Document |
| A |
Bylaws / Operating Agreement (with all amendments) |
| B |
Board Resolutions / Written Consents |
| C+ |
Additional attachments in order referenced |
Each exhibit: labeled cover page referencing this Certificate; Secretary signs or initials each page or includes incorporation-by-reference statement.
Critical Checks
- Exact legal name — any variance from articles may cause rejection; verify corporate designator spelling
- Personal liability — certifying officer faces liability for material misstatements; corporation estopped from denying certified authority
- Resolution validity — confirm proper notice (or waiver), quorum, and voting thresholds before certifying
- Disclose all limitations — dollar caps, dual-signature rules, committee prerequisites; omitting creates apparent-authority risk
- Cross-reference consistency — entity name, titles, and authorized actions must match across all closing deliverables
- Bank add-ons — financial institutions may require FinCEN beneficial ownership, TIN, absence-of-bankruptcy, or sanctions/AML language
- Multi-closing — for revolving facilities or staged closings, address notice-of-change and re-certification obligations
- Jurisdiction — U.S. state corporate law governs; notice, quorum, and voting rules vary by state — verify against incorporating state's statute [VERIFY]
1---2name: certificate-of-incumbency3description: Drafts a Certificate of Incumbency certifying current officers, directors, and signing authority for a U.S. corporation. Covers exact legal name matching, incumbency tables with specimen signatures, board resolution certification, authority limitations, reliance language, and execution formalities. Use when banks, lenders, investors, or counterparties require verification of corporate authority for closings, financings, or transactions.4---5
6# Certificate of Incumbency
7
8Certifies current officers, directors, and their authority to bind a U.S. corporation for third-party reliance in corporate transactions.
9
10## Prerequisites
11
12Gather before drafting:
13
141. **Formation documents** — articles/certificate confirming exact legal entity name with designator (Inc., Corp., Ltd., LLC)
152. **Bylaws or operating agreement** — current, with amendments noted (becomes Exhibit A)
163. **Board resolutions or written consents** — adoption dates; confirm notice, quorum, and voting thresholds
174. **Officer/director roster** — full legal names, exact titles, election/appointment dates
185. **Third-party requirements** — bank checklists, prescribed forms, specific certifications (FinCEN, TIN, sanctions)
196. **Transaction description** — purpose, named recipient, single vs. multi-closing
20
21## Output Structure
22
23### Header
24
25`CERTIFICATE OF INCUMBENCY` followed by exact legal entity name matching articles of incorporation verbatim.
26
27### Certifying Officer Introduction
28
29Secretary or Assistant Secretary certifies by full name and title:
30- Holds office by valid election or appointment
31- Is authorized to execute this certificate
32- Corporation is validly existing and **in good standing** under [State] law as of certificate date
33
34### Certification Paragraphs
35
36| # | Topic | Content |
37|---|-------|---------|
38| 1 | Governing Documents | Bylaws/OA attached as **Exhibit A** — true, correct, complete, currently in effect; identify amendments |
39| 2 | Resolutions | Each by adoption date; authority granted; **in full force and effect, unamended and unrescinded** |
40| 3 | Incumbency | Tabular officer/director list (see table below) |
41| 4 | Authority Scope | Signing limits, dollar thresholds, dual-signature or committee-approval requirements |
42| 5 | Purpose & Reliance | Named third party, transaction description, explicit reliance authorization |
43| 6 | Temporal Scope | Speaks as of execution date; notification obligations or re-certification for multi-closing |
44
45### Incumbency Table
46
47| Full Legal Name | Exact Title | Specimen Signature | Date Elected/Appointed |
48|----------------|------------|-------------------|------------------------|
49| [Name] | [Title] | _________________ | [Date] |
50
51- Full legal names as on government-issued ID
52- Reflect classified board or staggered term distinctions
53- Disclose per-officer limitations: dollar caps, divisional scope, joint-signature rules
54
55### Reliance Paragraph
56
57[CORPORATION] authorizes [THIRD PARTY] to rely fully upon all certifications and representations in this Certificate in connection with [TRANSACTION DESCRIPTION].
58
59### Execution Block
60
61IN WITNESS WHEREOF block with: signature line, printed name, title (Secretary / Assistant Secretary), corporation name, corporate seal. Add notarial certificate if required; note apostille requirements for international use.
62
63### Exhibits
64
65| Exhibit | Document |
66|---------|---------|
67| A | Bylaws / Operating Agreement (with all amendments) |
68| B | Board Resolutions / Written Consents |
69| C+ | Additional attachments in order referenced |
70
71Each exhibit: labeled cover page referencing this Certificate; Secretary signs or initials each page or includes incorporation-by-reference statement.
72
73## Critical Checks
74
75- **Exact legal name** — any variance from articles may cause rejection; verify corporate designator spelling
76- **Personal liability** — certifying officer faces liability for material misstatements; corporation estopped from denying certified authority
77- **Resolution validity** — confirm proper notice (or waiver), quorum, and voting thresholds before certifying
78- **Disclose all limitations** — dollar caps, dual-signature rules, committee prerequisites; omitting creates apparent-authority risk
79- **Cross-reference consistency** — entity name, titles, and authorized actions must match across all closing deliverables
80- **Bank add-ons** — financial institutions may require FinCEN beneficial ownership, TIN, absence-of-bankruptcy, or sanctions/AML language
81- **Multi-closing** — for revolving facilities or staged closings, address notice-of-change and re-certification obligations
82- **Jurisdiction** — U.S. state corporate law governs; notice, quorum, and voting rules vary by state — verify against incorporating state's statute [VERIFY]
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