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Certificate of Incumbency | Incumbency Certificate in India, Format and Importance of Incumbency Certificate

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Incumbency Certificate: A certificate of incumbency is an official document that lists down the names of important officers of the company, such as CEO, Directors, president, secretary, treasurer and sometimes stakeholders. Incumbency certificate mentions the names of the officers along with their designation within the company. It is also proof that being a company’s officer the person is authorized to get involved in legally binding transactions on behalf of the company.

In India, a Certificate of incumbency confirms the identity of the officers working for the same company. This certificate also has different names such as Officer Certificate, Secretary Certificate, or Register of Directors.

The officer who holds the certificate of incumbency has the right to make the decisions based on any agreements on behalf of the company he/she is working for. This certificate confirms the content of the minute book. All the names of upper-level management people of the company who have the right to take the decision on the company’s behalf for any legal transactions should be included in the certificate of incumbency.

You can find more about certificates, explore the types used for academic purposes, professional purposes and more.

Certificate of Incumbency Format

Below is a sample format of incumbency certificate, that can be used by the company to create their own certificates. The certificate mentions the name of the officer with his/her designation, company name, name of the corporate secretary, seal of the company.

CERTIFICATE OF INCUMBENCY

The undersigned Secretary of [Name of the company with address], the manager of [Name of company] hereby certifies as follows:

  1. That [name of person] is the duly elected, qualified and acting [Designation] of the Corporation and is charged with [Job description].
  2. That pursuant to the Corporation’s By-Laws, the following named persons were elected to the offices indicated below, and that said persons continue to hold such offices at this time, and the signatures set forth opposite the names are genuine signatures.

Name                                            Signature

Title

[Name of President of company]     ____________           President

[[Name of Secretary of company]     ____________          Secretary

  1. That pursuant to the Corporation’s By-Laws, and resolutions adopted by the Corporation’s Board of Directors, the person(s) designated to serve in the above-entitled capacity were given sufficient authority to act on behalf of  the Corporation with respect to [_______] not to exceed [_______] from [______] to [Name of own company] (the “Borrower”) to execute and deliver all documents including but not limited a [Name of location] Consolidated, Amended and Restated Multifamily Note, a Consolidated, Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, a multifamily Loan and Security Agreement, Lien Affidavit, Loan Settlement Statement or otherwise.
  1. That pursuant to the Corporation’s By-Laws, 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 [date] day of [month and year].

(Seal)
Name:
Title:

Importance of Incumbency Certificate

  • The incumbency certificate is necessary for all the officers who are responsible to take decisions for any legal transactions within the company.
  • The incumbency certificate signifies the name of officers and their designations
  • Since a corporate secretary is in charge of maintaining the company records, therefore, he/she is responsible to issue the certificate of incumbency, mentioning the name of the officers
  • Each and every company should issue the certificate of incumbency to the relevant officers who are responsible for sanctioning the legal transitions
  • The incumbency certificate is required by the bank if the company wants to open an account or for a new transaction.

FAQ’s on Incumbency Certificate

Question 1.
What is a certificate of incumbency?

Answer:
A certificate of incumbency is an official document that lists down the names of important officers of the company, such as directors, secretaries and sometimes stakeholders, who can take decisions regarding any legal transactions within the company.

Question 2.
Whose names are listed on the certificate of incumbency?

Answer:
The higher management of the company, CEO, Directors, president, secretary, treasurer and sometimes stakeholders are the names that are listed in the incumbency certificate.

Question 3.
What are other names of the certificate of incumbency?

Answer:
Incumbency certificate, Officer Certificate, Secretary Certificate, or Register of Directors.

Question 4.
What is the use of a certificate of incumbency?

Answer:
Incumbency certificate includes the names of the officers along with their designation within the company. This document is requested by the bank that proves that being a company’s officer the person is authorized to get involved in legally binding transactions on behalf of the company.

Question 5.
Who issues the certificate of incumbency?

Answer:
The corporate secretary is responsible to issue the certificate of incumbency, who maintains the corporate records within the company. The certificate has the corporate seal and signature of the secretary.