When you register a company in various jurisdictions, you receive certain corporate documents. Sometimes, along with the standard documents, you must also obtain a Certificate of Incumbency.
What is a Certificate of Incumbency?
A Certificate of Incumbency is sometimes also called a “certificate of officers“. You can order it both for offshore companies and for companies registered in jurisdictions not typically considered offshore, such as UK companies or companies in Hong Kong.
In simple terms, it is a document that lists the people authorised to manage the company and make important decisions about its business activities. Usually, these people include:
- Shareholders
- Directors
- Company secretaries (if applicable)
A Certificate of Incumbency is not part of the standard set of corporate documents provided when you register a company. You must order it separately. When ordering, you can choose exactly what information you want included, for example:
- Only directors (current or all who have ever held the position)
- Only secretaries
- Only company shareholders
- Various combinations of these details
Why do you need a Certificate of Incumbency?
A Certificate of Incumbency confirms that the individuals acting on behalf of a company indeed have the appropriate authority to do so. Due to this function, it is typically used as evidence of the legitimacy of transactions involving the company. Accordingly, it may be requested in the following situations:
| Who requests it? | In which situations? |
|---|---|
| Banks and payment systems |
|
| Auditors |
|
| Government authorities or registrars |
|
| Courts |
|
| Partners or counterparties |
|
Issuing and validity of a Certificate of Incumbency
As a rule, a Certificate of Incumbency is issued by:
- Registered agents, or
- Company secretaries.
For example, when registering a company in Seychelles, you can obtain a Certificate of Incumbency from the same registered agent who formed the company. To do this, you must submit an appropriate request. Issuing the completed document takes up to 7 days. Certificates for offshore companies in other jurisdictions, such as the British Virgin Islands, are issued in the same way.
In countries where having a company secretary is mandatory, it is usually the secretary who issues the Certificate of Incumbency. This applies, for example, to companies in Hong Kong and Cyprus.
The Certificate of Incumbency itself does not have a fixed expiry date. It is considered valid until changes are made to the company’s structure that must be reflected in the certificate.
However, in practice, requesting authorities may require regular updates of the certificate. Generally, it is recommended to renew the Certificate of Incumbency at least once a year. Some banks, however, may require more recent documents – for example, those issued within the last 3 or 6 months. Therefore, the validity period of a Certificate of Incumbency depends mainly on the requirements of the receiving party.
Conclusion
Key points to remember when ordering a Certificate of Incumbency:
- The document confirms the authority of company officers: directors, shareholders and company secretaries.
- The certificate is issued by the registered agent or the company secretary.
- The certificate does not have a fixed expiry date and is renewed upon request.