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What is a Certificate of Incumbency? And why do you need it?
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What is a Certificate of Incumbency? And why do you need it?

If you're a business operator in the United States, you often need to ensure that designated employees possess the authority to represent your company as officials in foreign countries. This requirement is particularly crucial when engaging in international business transactions. In such cases, obtaining a Certificate of Incumbency Apostille becomes a frequent necessity, especially if the foreign country is a party to the Hague Convention of 1961. This apostille must be affixed to the notarized certificate when submitting the document to international organizations.

Understanding the Certificate of Incumbency

Running a business entails substantial paperwork, ranging from mandatory state forms to optional yet valuable documents, regardless of your company's structure. Amidst these legal concepts and essential records, the Certificate of Incumbency is often overlooked.

Also referred to as an incumbency certificate, a Certificate of Incumbency is issued by a Limited Liability Company (LLC) or a corporation. It serves to identify directors, officers, and key stakeholders, providing detailed information about their roles and positions.

The certificate serves as a confirmation of the authorized signatories within the company, highlighting those with the power to enter into agreements on behalf of the organization.

Creating a Certificate of Incumbency

The responsibility of creating a Certificate of Incumbency lies with the corporation's secretary, usually accompanied by the company seal. This document can be notarized by a public notary. It's essential to be mindful of varying local laws across states or seek legal guidance to navigate these intricacies effectively.

Due to its official nature, the Certificate is recognized by third parties as a valid representation of the company's actions, with the Secretary acting as the custodian of records.

The Certificate of Incumbency includes information about officers' names, positions, election or appointment status, and term duration. Often, a sample of each officer's signature is provided to ensure verification.

Applications of the Certificate of Incumbency in Business

When establishing financial accounts, such as at a bank, presenting a Certificate of Incumbency may be necessary. This step assures the bank that the individual representing the company has the authority to create accounts on the company's behalf.

In situations requiring legal representation, verifying the individual's identity and position becomes crucial. Knowledge of key decision-makers within the company is essential, particularly if official documents needing legal enforcement are to be signed.

Certificate of Incumbency Apostille

To process a Certificate of Incumbency Apostille, the original document must be notarized and signed. Specific requirements apply if the signatories are located in different states.


Opting for the services of a professional document certification firm like Apostille LLC is the recommended approach for effectively handling the processing of your Certificate of Incumbency Apostille.