Certificate of Incumbency - Professional Legal Drafting Workflow

Purpose and Context

You are tasked with preparing a Certificate of Incumbency (also known as a Secretary's Certificate or Certificate of Incumbency and Authority), which serves as an official corporate governance document certifying the current officers and directors of a corporation and their authority to bind the company in legal and financial transactions. This document functions as critical evidence of corporate authority and is routinely required by financial institutions, investors, counterparties to significant contracts, and other third parties who must verify that individuals purporting to act on behalf of the corporation possess legitimate authority to do so.

Before beginning the drafting process, search through any uploaded corporate documents, governance materials, or transaction files to identify the corporation's exact legal name, jurisdiction of incorporation, current officers and directors, relevant board resolutions, and any specific requirements from the requesting third party. Extract precise information including full legal names, official titles, dates of appointment or election, and the specific transaction or purpose for which this certificate is being prepared. Pay particular attention to any existing corporate records that may contain specimen signatures, prior certificates of incumbency that can serve as templates, or correspondence from banks or other parties specifying their certification requirements.

Document Architecture and Essential Components

The certificate must open with a formal header clearly identifying it as a "Certificate of Incumbency" or "Secretary's Certificate" and prominently displaying the corporation's complete legal name exactly as it appears in the articles of incorporation, including all required corporate designations such as "Inc.", "Corporation", "Corp.", "Limited", "Ltd.", "LLC", or "L.L.C." as mandated by the jurisdiction of formation. The precision of this legal name is critical, as any variance may cause the requesting party to reject the certificate or delay the underlying transaction.

Draft an introductory certification paragraph in which the Secretary or Assistant Secretary formally identifies themselves by full legal name and official title, certifies that they hold such office by virtue of valid election or appointment, and confirms they are duly authorized to execute this certificate on behalf of the corporation. This opening should affirmatively state that the corporation is validly existing and in good standing under the laws of its jurisdiction of incorporation as of the certificate date. When corporate records indicate the existence of a parent company, subsidiary relationship, or corporate group structure, include appropriate references to provide complete context for the third party's understanding of the corporate entity.

The substantive certifications should be organized as a series of clear, numbered paragraphs addressing distinct elements of corporate authority and governance. Begin with a certification regarding the corporation's governing documents, stating that the Bylaws (or Operating Agreement for limited liability companies) attached as Exhibit A constitute a true, correct, and complete copy of the governing documents currently in effect, unamended except as specifically noted in any attached amendments. This certification provides the requesting party with the foundational rules governing corporate authority and decision-making.

Following the governing documents certification, address any specific board resolutions, written consents, or member approvals that authorize the transaction at hand or grant authority to particular officers to execute documents or take actions. Identify each resolution by its adoption date, provide a brief description of the authority granted, and certify that such resolution remains in full force and effect without modification, amendment, or rescission. When the transaction involves significant financial commitments, asset transfers, or fundamental corporate changes, ensure that the authorizing resolutions demonstrate compliance with any special voting requirements, quorum provisions, or approval thresholds specified in the governing documents.

Officers and Directors Certification

Present the incumbency certification itself in a clear tabular format that lists each current officer and director with their full legal name as it appears on government-issued identification, their exact corporate title, and either a specimen signature or notation that their authorized signature appears below or is maintained in the corporation's records. For corporations with classified boards, staggered terms, or officers holding multiple titles, ensure the table accurately reflects these distinctions. When the requesting party needs to understand signing authority limitations, include explicit statements regarding whether officers may execute documents individually or must sign jointly, whether certain transaction types require board approval regardless of officer authority, and any monetary thresholds above which additional authorization is required.

If corporate records reveal that certain officers have limited or specific authority (for example, a Treasurer authorized only for transactions below a certain dollar amount, or a Vice President with authority only for a particular division or subsidiary), these limitations must be clearly disclosed to prevent the third party from relying on apparent authority that does not actually exist. Similarly, if the corporation's governing documents or board resolutions require dual signatures, committee approval, or other procedural requirements for the contemplated transaction, these requirements must be explicitly stated in the certificate.

Authority, Reliance, and Temporal Scope

Include a dedicated paragraph that identifies the specific purpose for which this certificate is being issued, naming the third party recipient (such as a particular bank, lender, investor, or contracting party) and describing the transaction or relationship for which certification of authority is required. Draft explicit reliance language stating that the named third party is fully entitled to rely upon all certifications, representations, and information contained in this certificate in connection with the specified transaction, and that such reliance is authorized and intended by the corporation.

Address the temporal scope of the certificate by specifying whether it speaks only as of its date of execution or whether it is intended to remain valid for a stated period or until the completion of a particular transaction. When the underlying transaction may involve multiple closings, draw-downs, or ongoing relationship activities, consider whether the certificate should include language regarding the corporation's obligation to notify the third party of any changes in the certified information, or whether the third party may require updated certificates at specified intervals.

Execution Formalities and Authentication

Conclude the certificate with traditional testimonium language using the formal "IN WITNESS WHEREOF" construction, followed by the execution date written in full (day, month, and year format). Provide appropriate signature blocks for the Secretary or Assistant Secretary, including designated space for handwritten signature, printed or typed name beneath the signature line, and the officer's title. When corporate records indicate that the corporation maintains a corporate seal, include specific notation for seal placement (typically reading "CORPORATE SEAL" in brackets or with a designated circle) and ensure that the executed document will bear the actual impressed or embossed seal.

Determine whether the requesting third party requires notarization for additional authentication, and if so, include a proper notarial certificate (acknowledgment or jurat as appropriate to the jurisdiction) with space for the notary public's signature, seal, commission expiration date, and other required notarial elements. When the certificate will be used in international transactions or in jurisdictions that may require additional authentication such as apostille or consular legalization, consider including language that facilitates such further authentication.

Legal Compliance and Risk Management Considerations

Verify through corporate records that the individual executing this certificate possesses actual authority under the corporation's Bylaws or governing documents to issue certificates of incumbency and to certify corporate records. Confirm that all information regarding officers, directors, resolutions, and authority is accurate and current as of the certificate date, recognizing that the certifying officer may face personal liability for material misstatements or omissions, and that the corporation may be estopped from denying the authority of individuals certified in this document.

Ensure that any board resolutions or written consents referenced in the certificate were validly adopted in accordance with the corporation's governing documents and applicable state corporate law, including proper notice of meetings (unless validly waived), satisfaction of quorum requirements, and achievement of required voting thresholds. When reviewing uploaded corporate minutes or consent documents, verify that they bear appropriate signatures and reflect compliance with all procedural requirements.

Cross-reference this certificate against any other corporate documents being delivered in the same transaction, including good standing certificates from the Secretary of State, certified copies of articles of incorporation or certificates of formation, legal opinions, and the transaction documents themselves. Ensure perfect consistency in the corporation's legal name, the identification of officers and their titles, and the description of authorized actions across all documents to prevent discrepancies that could raise questions or delay closing.

Third-Party Requirements and Customization

Review any specific instructions, forms, or requirements provided by the requesting third party, as financial institutions frequently have detailed checklists or prescribed formats for certificates of incumbency, and deviation from these requirements may result in rejection of the certificate. Banks commonly require specific certifications regarding the absence of bankruptcy proceedings, the corporation's taxpayer identification number, certification of beneficial ownership under FinCEN regulations, or representations regarding sanctions compliance and anti-money laundering policies.

When the transaction involves regulated industries, government contracts, or specialized financing arrangements, determine whether additional certifications are required regarding licenses, permits, regulatory compliance, or satisfaction of conditions precedent. Ensure that the certificate addresses all such requirements while remaining truthful and accurate based on available corporate records and information.

Document Formatting and Exhibit Assembly

Format the final certificate as a formal legal instrument, using corporation letterhead if available and employing professional typography with appropriate margins (typically one inch on all sides), consistent font selection (traditionally Times New Roman or similar serif font in 12-point size), and proper spacing. Number all pages in a format that indicates both the page number and total pages (for example, "Page 2 of 5") and include a footer on each page referencing the corporation's name and the document title.

Assemble all exhibits in the order they are referenced in the body of the certificate, with each exhibit clearly labeled (Exhibit A for Bylaws, Exhibit B for Board Resolutions, and continuing alphabetically for any additional attachments). Each exhibit should include a cover page or header identifying it as an exhibit to the Certificate of Incumbency, and the Secretary should sign or initial each exhibit or include a certification statement that the attached exhibits are true and correct copies of the referenced documents and are incorporated into and made part of this certificate.

The completed Certificate of Incumbency should be suitable for execution under corporate seal, capable of being notarized if required, and ready for immediate delivery to the requesting third party as an official corporate record upon which they may justifiably rely in proceeding with the contemplated transaction. The document should reflect the formality and precision expected of corporate governance documentation while providing clear, unambiguous certification of the essential facts regarding corporate authority and incumbency.