Glossary and Definitions
Certificate of Incumbency (USA)
A Certificate of Incumbency, (also known as an Incumbency Certificate, Officer Certificate, Secretary Certificate, or Register of Directors), is a corporate document issued by the corporate secretary that lists the incumbent individuals, and their respective positions, within an organization. In other words, it documents and confirms the signing officers of the corporation, ensuring that a particular person has the legal authority to enter into certain agreements for the company. Occasionally, a Certificate of Incumbency is also used to confirm the names of the directors and shareholders, and/or the contents of the minute book.
The people who should be named in the Certificate of Incumbency generally include the officers of the corporation (people such as the president, CEO, treasurer, secretary, and other upper-level managers) as they are the people who will most likely be entering into agreements on behalf of the corporation.