To complete a Certificate of Incumbency, prepare a document on company letterhead that lists each current officer or director by full legal name, title, appointment date, and specimen signature, then have the corporate secretary sign a certification attesting that the information is accurate as of that date and have that signature notarized. The form itself is short. The work is in making sure every detail matches the company’s governing documents and the recipient’s expectations, because a bank or title company will reject a certificate over a punctuation difference in the entity name.
What To Pull Together First
Before you draft anything, collect the records you will be copying from and confirm the people whose signatures you need. Missing any of these means stopping partway through.
- Articles of Incorporation, or Articles of Organization for an LLC. You need the entity’s exact legal name and state of formation. A difference as small as “Inc.” versus “Incorporated” can cause a bank to reject the certificate.
- Bylaws or operating agreement. These define the officer titles and duties the certificate has to mirror.
- Board resolutions or meeting minutes confirming when each officer was appointed and that their term is still current. For a Delaware corporation, Section 142 of the Delaware General Corporation Law requires that officer titles and duties be stated in the bylaws or in a board resolution consistent with them.1Justia. Delaware Code 8 – Corporations – Section 142
- Each listed officer, in person or available for remote notarization. They have to sign the form themselves to provide specimen signatures.
If the entity has a corporate seal, set it out with the rest of the materials. No state currently requires one for the certificate to be legally effective, but a cautious bank or a foreign regulator may expect to see an impression.
Filling Out the Form, Section by Section
There is no single universal template, but nearly every version of the certificate has the same three parts: a header, an officer and director roster, and a certification paragraph. Work through them in order.
Header
Enter the corporation’s full legal name exactly as it appears on the filed Articles of Incorporation. Not a trade name, not a DBA. Add the state or country of formation and the date the entity was organized. Some forms also ask for the principal office address and the EIN. If the bank, title company, or foreign regulator requesting the certificate gave you format instructions, follow theirs rather than the generic template — recipients often have their own preferences.
Officer and Director Roster
The body of the certificate is a table listing every person who holds an officer or director position. For each one, enter:
- Full legal name as it appears on government-issued ID.
- Title, matching the bylaws or appointing resolution exactly — President, Secretary, Treasurer, Chief Financial Officer, or whatever titles the entity uses. Under Delaware law, one person may hold multiple offices unless the bylaws say otherwise.1Justia. Delaware Code 8 – Corporations – Section 142
- Date of appointment — the date the board elected or appointed the individual.
- Specimen signature, signed by that officer directly on the form. Banks and counterparties use this signature as their reference sample for anything the officer signs later.
If the recipient also wants ownership information, add a separate section for shareholders or beneficial owners with their percentages. Financial institutions subject to federal customer due diligence rules often ask for this specifically when an individual owns 25 percent or more of the entity.2FinCEN.gov. Information on Complying With the Customer Due Diligence (CDD) Final Rule
Certification Paragraph
Below the roster, the form carries a short certification — a statement by the signer, usually the corporate secretary, that the information is true and current as of a specific date. Read it before signing. It typically says that the named individuals are the duly elected or appointed officers, that the specimen signatures above are genuine, and that the information reflects company records as of the date of execution. That date matters: most recipients treat the certificate as stale after 60 to 90 days.
If You’re Preparing One for an LLC
An LLC does not have officers and directors by default. Its structure depends on whether the operating agreement makes it member-managed or manager-managed, and the certificate has to say which.
- In a member-managed LLC, all members share authority over day-to-day operations. List each member by name and confirm the management role.
- In a manager-managed LLC, only designated managers can bind the company. Identify those managers specifically and keep them separate from any passive members on the roster.
For an LLC, the certificate is typically signed by an authorized manager or an officer designated in the operating agreement, not a corporate secretary.
Signing, Sealing, and Notarizing
The corporate secretary usually executes the certificate, signing at the bottom to attest that the roster is accurate and that the specimen signatures above are genuine. If the corporation has an embossed seal, press it near the secretary’s signature. Seals are no longer legally required anywhere in the United States, but some banks and virtually all foreign regulators still expect one. A certificate without a seal is still valid; just expect a follow-up question.
Most banks and title companies require the secretary’s signature to be notarized. The notary verifies the secretary’s identity, watches the signing, and completes a notary block with their name, commission number, commission expiration date, and official stamp. Notary fees for a standard acknowledgment run roughly $2 to $25 depending on the state, with most in the $5 to $15 range. Forty-seven states and the District of Columbia now authorize remote online notarization, so the secretary and notary can appear over a live video call on an approved platform instead of meeting in person.
Treat the notarization as mandatory rather than optional. Without it, many institutions will refuse the certificate outright, particularly for new bank accounts and real estate closings.
Adding an Apostille for Overseas Use
If the certificate is going to a country that belongs to the 1961 Hague Apostille Convention, you will need an apostille attached — a standardized certification that the notary’s credentials are legitimate.3USAGov. Authenticate an Official Document for Use Outside the U.S. Where you request it depends on who notarized the document. For a state-commissioned notary, request the apostille from the secretary of state in that notary’s state; fees generally run $2 to $20 per document. For a federal official or military notary, the apostille comes from the U.S. Department of State’s Office of Authentications at $20 per document.4U.S. Department of State. Preparing a Document for an Apostille Certificate Countries outside the Hague Convention require a longer authentication chain that typically involves both the State Department and the destination country’s embassy or consulate.
Mistakes That Get It Rejected
The certificate is simple, but small errors cause real delays. The ones that come up most:
- Entity name on the certificate does not exactly match the state’s record. Even punctuation differences like “LLC” versus “L.L.C.” can trigger rejection.
- Outdated officer information — listing someone who resigned, or omitting someone recently appointed. Verify the roster against the most recent board minutes before drafting.
- Missing specimen signatures. Every officer listed needs to sign; blank signature lines will send the document back.
- No notarization when the recipient requires one. Check the requirement before executing, because adding notarization later means re-signing.
- A stale date. Most banks and lenders reject anything older than 90 days, so prepare the certificate close to when you actually need to submit it.
Why You’ll Likely Redo It
A Certificate of Incumbency is a snapshot. Any officer or director change — a resignation, removal, new appointment, or annual election — makes the previous certificate inaccurate. Nothing gets filed with the state; you just draft and execute a new one reflecting the current roster. If a transaction or account opening is coming up and you know officer changes are pending, wait until those changes are finalized before preparing the certificate so you aren’t producing a second version a few weeks later.