The Certificate of Incumbency and Authority is a fundamental corporate document widely used in Canadian business operations to provide formal verification of a corporation's key personnel and their authority to act on behalf of the company. This document is typically required when a corporation needs to prove the legitimacy of its representatives to third parties, such as banks, government agencies, or business partners. It includes crucial information about the corporation's directors, officers, and authorized signatories, their positions, and the scope of their authority. The certificate must comply with both federal and provincial corporate laws in Canada and often requires notarization to be considered valid for official purposes. It serves as a critical tool in preventing fraud and ensuring proper corporate governance by providing a reliable way to verify who has the authority to bind the corporation in various transactions and agreements.
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1. Corporation Details: Legal name of the corporation, registration number, jurisdiction of incorporation, registered office address
2. Certificate Statement: Formal statement declaring the authenticity of the information contained and the authority of the certifying officer
3. Directors Information: List of current directors, including full legal names, residential addresses, and dates of appointment
4. Officers Information: List of current officers, including full legal names, titles, and scope of authority
5. Certification: Formal certification by authorized individual (usually corporate secretary or director) attesting to the accuracy of the information
6. Execution Block: Space for signature, date, and notary attestation
1. Shareholders Information: Details of major shareholders and their shareholdings, used when the certificate needs to verify ownership structure
2. Corporate Seal: Space for affixing the corporate seal, if the corporation has one and local practice requires it
3. Specimen Signatures: Sample signatures of listed officers and directors, included when required by banks or other institutions
4. Resolution Reference: Reference to specific corporate resolutions granting authority, included when verifying specific transaction authority
1. Schedule A - Specimen Signatures: Detailed schedule containing specimen signatures of all listed officers and directors
2. Schedule B - Corporate Resolution Extract: Relevant extracts from corporate resolutions confirming appointments and authorities
3. Schedule C - Corporate Organization Chart: Visual representation of corporate structure and reporting lines
4. Appendix 1 - Supporting Documents: Copies of relevant corporate documents referenced in the certificate (e.g., appointment letters, resolution excerpts)
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