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]