Certificate of Incumbency | Free Template

This document lists the individuals authorized to act on behalf of their organization. It helps third parties verify an individual’s authority to represent a company when facilitating various processes and transactions.

A Certificate of Incumbency serves multiple purposes, including:

• Preserving corporate governance: It verifies the authority of individuals within a company, facilitating transparency and accountability.
• Authorizing Legal Transactions: It helps complete corporate transactions like mergers, acquisitions, or financing arrangements.
• Validating Banking and Financial Processes: It facilitates loan approvals, corporate account openings, and more.
• Supporting International Transactions: It confirms a person’s authority to sign off on international transactions.

Authority to act refers to the powers a corporation has formally given an individual through its bylaws, resolutions, or governing documents. This authority may allow an individual to take the following actions:

• Sign contracts, agreements, or filings on behalf of the corporation
• Represent the corporation in dealings with regulators, banks, or counterparties
• Make binding decisions
• Carry out specific actions authorized by corporate resolutions or policies

Note: A Certificate of Incumbency does not create authority. It only confirms authority that already exists. Who Can Be Named in a Certificate of Incumbency? A Certificate of Incumbency typically lists any of the following individuals:

• President or Chief Executive Officer
• Managing Director
• Corporate Secretary
• Treasurer or Chief Financial Officer
• Directors
• Other senior officers or authorized signatories
  • As permitted by the company’s bylaws or resolutions

The following organizations may require you to provide a Certificate of Incumbency:

• Government offices
• Regulatory bodies
• Banks and financial institutions
• Contractual counterparties (other businesses, etc.)
• Law firms and legal representatives
• Courts and tribunals
• Corporate service providers
• Insurance companies
• Investors, lenders, or funding bodies
• Educational institutions and research partners
• Non-profit or charitable oversight bodies

Protecting Third Parties

Confirmation that a person has proper authority also protects third parties by:

• Reducing reliance risk (i.e. trusting that someone has the authority they claim to have)
• Creating legal accountability for inaccurate representations made by the corporation
• Supporting the enforceability of contracts if the authority is challenged later

Let’s say a dispute arises, and the corporation claims that a certain person didn’t have the authority to act. A Certificate of Incumbency provides evidence that:

• An individual had the authority to act at the time of signing
• Individuals named in the Certificate were with the company at the time of the action
• A third party acted in good faith

The following list of individuals can sign a Certificate of Incumbency:

• A director
• A corporate officer with signing authority (e.g., president, CEO, secretary, treasurer)
• An individual authorized to certify corporate records (e.g., a corporate secretary)

A Certificate of Incumbency contains information about an organization’s incumbent individuals, including its officers, directors, and other leaders. Include each authorized person’s name and position within your company.

Here are some specific details you’ll want to include in your Certificate of Incumbency:

• The corporation’s legal name
• Authorized individuals’ names, titles, and signatures
• The date
• The province where the signing took place (indicating which laws apply)
• The corporation’s jurisdiction of incorporation
• Confirmation that the individuals named currently hold the stated positions
• Statement that bylaws or resolutions authorize the authority

The following registered entities may issue this Certificate:

• Corporations
• Non-profit corporations
• Charitable organizations
• Limited partnerships
• Limited liability partnerships
• Extra-provincial corporations (foreign corporations registered to do business in a province)
• Professional corporations (law, accounting, etc.)
• Crown corporations or government-owned entities (where permitted)
• Trusts (a trustee must prove authority to sign)
• Joint ventures (when structured as a registered entity)

General partnerships don’t typically rely on this Certificate in the same way, as partners in a partnership usually have inherent authority under partnership law. However, third parties may still request a similar document to confirm authority, especially when:

• Authority is restricted by a Partnership Agreement
• Only certain partners may bind the partnership

A Certificate of Incumbency can be commissioned by an authorized official, like a notary public or commissioner of oaths. This step may be mandatory, depending on the recipient organization’s requirements. It’s best to check with the third party requesting this Certificate.

That said, we highly recommend having your Certificate of Incumbency commissioned. This strengthens the document''s validity if disputes ever arise down the road.

You can meet with a notary online to have your Certificate of Incumbency commissioned in 7 minutes, from anywhere with a Wi-Fi connection.

How Commissioning Your Certificate Works

You can commission your Certificate online through a secure video appointment. During your online notary appointment, the following will take place:

• You’ll present a piece of valid, government-issued ID to verify your identity.
• You’ll swear or affirm that the contents of your Certificate are true.
• You’ll confirm that you understand the document and are signing voluntarily.
• You’ll sign and date the Certificate while a notary witnesses in real time.
• A notary signs and applies their official stamp or seal.

To learn more about the commissioning process, check out our guide.

Now it’s time to take the next step! Use our free Certificate of Incumbency template to draft your document in minutes. Then, meet with a notary public online to have your Certificate of Incumbency commissioned in under 7 minutes!