A certificate of incumbency, or incumbency certificate, is a document that lists who currently holds the key positions in a company, such as its directors, officers and secretary, and confirms that they have authority to act for it. A bank, a lender or an authority abroad can ask for it before accepting a signature on the company’s behalf.
Related company documents on NotaryPublic24: board minutes, shareholders’ agreement and LLC operating agreement.
It is also called a letter of incumbency. This guide explains what it contains, who issues it in the US and the UK, how it differs from a certificate of good standing, and when it needs to be notarized or given an Apostille.
Key Takeaways
- Definition: a certificate of incumbency names the people who hold office in a company today and confirms their authority.
- US: the company issues it itself, signed by the corporate secretary or another authorized officer on the basis of the company’s own records.
- UK: Companies House does not issue a document with that name, but it can certify the directors’ and secretaries’ names on a company certificate.
- Not a good standing certificate. Incumbency is about who runs the company; good standing is about whether the company is up to date with the registry.
- For use abroad, a company-signed certificate is notarized first and can then receive an Apostille in Hague Convention countries.
What Is a Certificate of Incumbency?
A certificate of incumbency is a snapshot of a company’s leadership on a given date. It shows who the current directors and officers are, which titles they hold and, often, what their signatures look like.
The person relying on it, for example a bank or a counterparty to a contract, uses it to check that whoever signs for the company is entitled to do so.
What Does a Certificate of Incumbency Contain?
The content depends on what the requesting party asks for. A certificate commonly includes:
- the company’s full legal name, registration number and registered address
- the names and titles of the current directors and officers
- specimen signatures of the people authorized to sign
- the date, and the name and signature of the person certifying the information
The New York City Department of Citywide Administrative Services form is a good example of the US style: the secretary certifies, from the minute book and other company records, who the president, vice president, secretary and treasurer are, next to their signatures.
Incumbency Certificate vs. Other Company Documents
| Document | What it proves | Who issues it |
|---|---|---|
| Certificate of incumbency | Who holds office in the company now, and their authority to sign | The company (US: the secretary or another authorized officer) |
| Certificate of incorporation | That the company was legally formed, and when | The company registry |
| Certificate of good standing | That the company still exists and is up to date with the registry | The company registry (UK: the summary statement on a Companies House certificate) |
| Companies House certificate with directors’ names | The directors and secretaries on the UK public register | Companies House |
Read more about the certificate of good standing.
Who Issues a Certificate of Incumbency?
In the US, the company prepares the certificate itself. The corporate secretary or another authorized officer signs it on the basis of the company’s own records.
In the UK, Companies House does not issue a document called a certificate of incumbency. It can, however, issue a certified company certificate that includes the directors’ names, the secretaries’ names, the registered office address and a summary statement confirming that the company is not being struck off.
When the receiving party wants a document in incumbency format, a director can sign one and have the signature notarized.
How to Get a Certificate of Incumbency
1. Ask what format is required. Check whether the bank or authority accepts a company-signed certificate, a registry certificate, or both, and whether it must be notarized or apostilled.
2. Prepare or order the document. In the US, the secretary drafts and signs the certificate from the company records. In the UK, you can order a certified company certificate with directors’ names through Companies House’s Find and update company information service or on 0303 1234 500.
3. Check the details. Every name and title should match the current register. If an officer has resigned, the certificate is out of date.
4. Authenticate it for use abroad. Have the signature notarized and, if needed, add an Apostille (see below).
Companies House charges £22 for standard dispatch (£44 for incorporation documents), aiming to send within 10 working days, and £65 (£130) for same-day dispatch if you order before 11am.
Does a Certificate of Incumbency Need to Be Notarized?
That depends on the receiving party. Banks and authorities abroad can ask for a notarized certificate, because notarization confirms the identity of the person who signed it.
For use abroad, the Hague Apostille Convention treats notarial acts and official certifications of signatures as public documents, so a notarized certificate can receive an Apostille in member countries.
In the UK, the FCDO legalises a company certificate issued by Companies House if it carries the original signature of a Companies House official, which means ordering a certified certificate. A certificate signed by a director must first be certified by a UK notary or solicitor.
How NotaryPublic24 Can Help
We notarize company documents online, including certificates of incumbency signed by a director or secretary. For a UK company, choose UK Notarization, followed by the FCDO e-Apostille or FCDO Paper Apostille if the document is going abroad. For other countries, use International Notarization and International Apostille.
Order our UK services online
- UK Notarization – €109. By an appointed UK Notary Public in a short digital meeting. Delivered in 2 to 3 days.
- FCDO e-Apostille – €199. Secure PDF in 2 to 3 working days for eligible digital documents.
- FCDO Paper Apostille – €229. Universal paper certificate by tracked post in 2 to 3 weeks.
Frequently Asked Questions
Is a certificate of incumbency the same as a certificate of incorporation?
No. A certificate of incorporation, issued by the company registry, proves that the company was formed. A certificate of incumbency lists the people who hold office in the company today.
Who issues a certificate of incumbency?
In the US, the company issues it, signed by the corporate secretary or another authorized officer. In the UK, Companies House does not issue one by that name, but it can certify the directors’ and secretaries’ names on a company certificate.
What is a letter of incumbency?
A letter of incumbency is another name for a certificate of incumbency. It confirms the current directors and officers of a company and their authority to sign for it.
Does a certificate of incumbency need to be notarized?
Only if the receiving party requires it, for example a bank or an authority abroad. A notarized certificate can then receive an Apostille in countries that are members of the Hague Apostille Convention.
How much does a Companies House certificate with directors’ names cost?
Companies House charges £22 with standard dispatch, aiming to send within 10 working days, or £65 for same-day dispatch when ordered before 11am (£44 and £130 for incorporation documents). Notarization and Apostille are charged separately.</p