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Certificate of Incumbency

Certificate of Incumbency is an internal corporate document. Whenever the entity needs to perform a particular action whether domestically or abroad, the managing board will delegate one of the officers of entity with the powers to sign all necessary and required documents on behalf of the entity in relation to such specific business matter. Such document which proves that an individual is an authorized offer of the entity and may sign contracts, agreements and other business related documents on behalf of the entity in connection to the business matter in question is called the Certificate of Incumbency.

It is a common practice that the decision to issue such document as Incumbency Certificate is determined at the special or annual meeting of the managing board of the entity as is supported through written resolutions adopted and ratified at such meeting. As the result Certificate of Incumbency is never a standalone document and must be accompanied by the official resolution of the managing board.

Common features which are included in the incumbency letter may include, but are by no means are limited to:

  • Name and title of the incumbent with the entity
  • Signature specimen of the incumbent
  • Powers delegated to the incumbent
  • Task(s) for which the incumbency certificate is granted
  • Basis of issuance of the certificate (i.e annual meeting, special meeting)

Certificate of Incumbency is designed to simplify the process of issuing corporate documents as well as it makes the process faster. Instead of collection the signatures of every member of the managing board for each document, one authorized person can sign all the documents. This proves to be necessary when time is of an essence. There is no standard form, however, when it comes to drafting the document. Any one is able to draft the document, as long as it contains all the basic information. Your corporate secretary or legal counsel may be able to prepare the document, or you may always hire a professional agency to perform the task for you.

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