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What is an Incumbency Certificate?

Mary McMahon
By
Updated May 16, 2024
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An incumbency certificate is a document listing the officers of a corporation and the positions they occupy. Such documents are usually prepared by company secretaries, and by law, they must be made available to members of the public. People who want information about the incumbents of a corporation can request a copy of the incumbency certificate from the secretary. This information is updated as needed to reflect reorganization of the company and is also filed with government regulators to keep them informed about the operations of the company.

The term “incumbent,” meaning “office holder” is often used in politics, but it also refers to the officers of a company, like the president, chief financial officer, and chief executive officer. The organizational structure of a corporation can vary and as a result, incumbent job titles are not always uniform, nor are job responsibilities necessarily consistent between two people with the same position at different companies.

Corporate secretaries are responsible for maintaining corporate records. This recordkeeping is usually required by law, and the work of the secretary supports that of other officers who must file legal documents and provide information about historical events at a corporation. In cases where the secretary is considered an incumbent, it may be necessary for another officer to countersign the incumbency certificate in order for it to be valid. Otherwise, the secretary's signature is the only one needed on the document.

The incumbency certificate simply lists names and job titles, without additional personal information. Like other public filings, it promotes transparency by making information about how a company is organized and run readily available to members of the public who may have an interest. This can include shareholders, as well as other companies and people concerned about how a corporation does business. In the event of a reorganization or new hiring, people can request a new copy of the incumbency certificate to get up to date information about the company's officers.

Incumbency certificates can be used for everything from determining who to sue in a legal filing to learning more about a company's internal organization. Other public filings like a prospectus can also be useful for researching a company. This information is not considered proprietary and must be made available by request, no matter who asks for it. People asking for information are also not required to disclose why they are interested or how the information will be used.

SmartCapitalMind is dedicated to providing accurate and trustworthy information. We carefully select reputable sources and employ a rigorous fact-checking process to maintain the highest standards. To learn more about our commitment to accuracy, read our editorial process.
Mary McMahon
By Mary McMahon

Ever since she began contributing to the site several years ago, Mary has embraced the exciting challenge of being a SmartCapitalMind researcher and writer. Mary has a liberal arts degree from Goddard College and spends her free time reading, cooking, and exploring the great outdoors.

Discussion Comments
By sunnySkys — On Jul 17, 2011

@starrynight - It looks like it's fairly easy to get a copy of a businesses incumbency certificate. However, I thought companies might post the online so I did a search and I got nothing! It looks like you have to actually ask for a physical copy.

Interestingly enough I did find some free templates for creating your own incumbency certificate though.

By starrynight — On Jul 17, 2011

I wasn't aware you could get so much information about a company just by asking for it! I bet a lot of people don't know that.

I'm glad the personal information of the incumbents is left off the document though. In some cases it's probably on the safe side to protect the privacy of those at the top of the company!

Mary McMahon
Mary McMahon

Ever since she began contributing to the site several years ago, Mary has embraced the exciting challenge of being a...

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