The Certificate of Incumbency and Authority is a crucial corporate document commonly required in business transactions where formal verification of corporate officers and their powers is necessary. It is widely used in the United States for banking relationships, international business dealings, and significant corporate transactions. The certificate typically includes details about the company's current officers, their positions, appointment dates, and specific authorities granted to them. It serves as evidence to third parties about who is authorized to act on behalf of the company and in what capacity. The document must comply with both federal and state-specific requirements regarding corporate documentation and authentication.
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1. Certificate Header: Company name, registration details, and date of certificate
2. Corporate Details: Basic information about the company including incorporation date, registration number
3. Officer Identification: Names and positions of current officers and directors
4. Authority Statement: Specific powers and authorities granted to named individuals
5. Certification Statement: Declaration of accuracy by authorized certifying officer
1. Specimen Signatures: Sample signatures of authorized officers - include when required by banks or for international business purposes
2. Board Resolution Reference: Reference to specific board resolutions granting authority - include when certificate supports specific transaction or authority
3. Corporate Seal: Application of company seal - include when required by receiving party or jurisdiction
1. Schedule A - List of Current Officers: Detailed list of all current officers with their positions and appointment dates
2. Schedule B - Specimen Signatures: Collection of authorized signatures with corresponding names and titles
3. Schedule C - Supporting Resolutions: Copies of relevant board resolutions supporting the authority stated
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