Certificate of Incumbency: What It Is and How to Prepare One

What a certificate of incumbency shows

• The corporation’s exact legal name, its governing statute or state, and its corporation number.
• The current directors.
• The current officers and their titles.
• Specimen signatures of the people who may sign for the corporation, if the recipient wants them.
• Sometimes, a statement that attached copies of the articles, bylaws or a resolution are true and in force. That part is a secretary’s certificate, and many documents combine the two.
• The date, and the name, title and signature of the officer or director certifying it.

Why a signed certificate carries weight

In Canada, the federal, Ontario and Alberta statutes let a director or officer sign a certificate stating facts set out in the corporation’s articles, bylaws or minutes, and in court it is proof of those facts, absent evidence to the contrary, without proof of the signature (CBCA s. 257; Ontario s. 266; Alberta s. 260). Ontario’s version also covers certified extracts from the corporation’s registers. In British Columbia, a director, officer or the company’s lawyer can certify a record, and the certified copy is evidence of its contents (s. 194). Quebec, Delaware and the Model Act have no equivalent provision, but the certificate is still what banks and counterparties expect.

The other side can also rely on what the corporation tells it. Under the indoor management rule, a Canadian corporation generally can’t deny that the directors named in its registry filings are its directors, or that someone it held out as an officer was properly appointed, unless the other party knew or ought to have known otherwise (CBCA s. 18; Ontario s. 19; British Columbia s. 146; Alberta s. 19; Quebec ss. 13 and 14). That is one more reason to keep the registry filings, the registers and the certificate consistent.

It isn’t a government certificate

Registries issue their own certificates, and a bank or buyer may ask for one alongside your certificate of incumbency:

• Canada, federal: Corporations Canada issues a certificate of compliance (the corporation exists, has made its annual filings and paid its fees) or a certificate of existence (it existed on a date). Neither lists directors or officers (CBCA s. 263.1).
• Ontario: a certificate of status; the corporation profile report is the registry document that lists the active directors and officers.
• British Columbia: a certificate of good standing (filings up to date) or a certificate of status (the company is active).
• Alberta: a certificate of status, and a certified search that can show the directors, both through a registry agent.
• Quebec: a certificat d’attestation from the Registraire des entreprises, showing the registration date and whether annual updating declarations are missing.
• Delaware: a certificate of good standing. The directors appear on the annual franchise tax report, and the Division of Corporations sells certified copies of it.

How to prepare one

• Update the registers first. Check the directors’ and officers’ registers against the latest resolutions and the registry filings, and file any notice of change that is outstanding.
• Use the recipient’s form if they have one. Banks and law firms often supply their own.
• State only facts from the corporation’s records, as of a stated date.
• Have an officer or director sign it, usually the secretary. In the US, a second officer often confirms the secretary’s own position; in a one-person corporation, you sign it yourself.
• Keep a copy in the minute book, with the date and who received it.

Using it outside the country

A foreign bank, court or registry may want the certificate notarized and then apostilled or authenticated. Ask the recipient exactly what they need before you sign, because the steps differ by country.

• Canada joined the Apostille Convention on January 11, 2024. Alberta, British Columbia, Ontario, Quebec and Saskatchewan issue apostilles for documents issued or notarized in the province; Global Affairs Canada handles federal documents and those from the other provinces and the territories.
• A certificate signed by a corporate officer generally has to be notarized first, because only a recognized signature, such as a notary’s, can be apostilled. Alberta and Quebec say so expressly.
• Delaware: the Division of Corporations apostilles documents signed by a Delaware notary, but not documents notarized remotely, electronically or in another state.

Certificate of incumbency template

Replace the brackets, check every name against the registers, and sign and date it. Leave out the signatures if the recipient doesn’t want specimens.

• CERTIFICATE OF INCUMBENCY OF [CORPORATION LEGAL NAME]
• Corporation: [legal name], a corporation governed by [statute or state of incorporation], [corporation number].
• Certification: I, [name], the [secretary / title] of the Corporation, certify that, as of [date]:
• Directors: the directors of the Corporation are [name]; [name].
• Officers: the officers of the Corporation, and their titles, are [name, title]; [name, title]. The signature shown beside each name is that person’s genuine signature.
• Signing authority: [name or names] [is / are] authorized to sign [describe the documents] on behalf of the Corporation under [the bylaws / a resolution of the directors dated [date]].
• Signature: Dated [date]. [Signature], [name], [title].

Common questions