when to use an incumbency certificate
an incumbency certificate can be requested by a financial institution when the company applies to open a bank account or initiates a major transaction also the certificate could be requested by an attorney or anyone else who wants to confirm the legality and stated position of a director or an officer within the corporation anyone who is involved in a transaction with a company and needs to confirm the stated position of an officer within it may request an incumbency certificate in practice it is often required by a bank or other financial institution when opening an account to ensure that the person who claims to be the authorized signatory of a company is indeed authorized similarly when attorneys are drafting contracts for transactions involving companies they usually require an official incumbency certificate to determine who can legally bind the company in the contracts example of an incumbency certificatealthough they may take various forms a typical boilerplate incumbency certificate will look similar to the following the undersigned secretary assistant secretary of a corporation hereinafter corporation hereby certifies as follows 1 that he she is the duly elected qualified and acting secretary assistant secretary of the corporation and is charged with maintaining the records minutes and seal of the corporation 2 that pursuant to the corporation s bylaws as amended the following named person s was were designated and appointed to the office s indicated below and that said person s does do continue to hold such office s at this time and the signature s set forth opposite the name s are genuine signatures 3 that pursuant to the corporation s bylaws as amended and certain resolutions adopted by the corporation s board of directors the person s designated to serve in the above titled capacity was were given sufficient authority to act on behalf of and to bind the corporation with respect to transactions involving the leasing of equipment including without limitation the sale and leaseback of such equipment and that the execution by said person s of documents related to such transactions including without limitation master lease agreements and equipment schedules thereto constitute a legally binding and enforceable obligation of the corporation 4 that pursuant to the corporation s bylaws as amended the undersigned has the power and authority to execute this certificate on behalf of the corporation and that he she has so executed this certificate and set the seal of the corporation this day of 20 signature seal 