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Certificate Of Incumbency And Authority Template for England and Wales

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Key Requirements PROMPT example:

Certificate Of Incumbency And Authority

"Need a Certificate of Incumbency and Authority for our UK tech startup to confirm the appointment of three new directors and their signing authority for an upcoming Series B funding round closing in March 2025."

Document background
A Certificate of Incumbency and Authority is a crucial corporate document used when formal verification of company officers and their authority is required. Governed by English and Welsh law, it provides third parties with reliable confirmation of who has the power to act on behalf of a company. The certificate typically includes details of directors, officers, their appointment dates, and scope of authority. It is commonly required for international transactions, opening bank accounts, and establishing business relationships where verification of corporate authority is essential.
Suggested Sections

1. Company Details: Legal name, registration number, registered office and jurisdiction of incorporation

2. Officer Information: Names, positions, appointment dates and contact details of current directors and secretary

3. Authority Statement: Formal statement confirming the authority of named officers to act on behalf of the company

4. Verification Details: Details of the documents and records consulted to verify the information

5. Certification: Official certification statement, date, and signature of authorized certifier

Optional Sections

1. Shareholding Information: Details of major shareholders and their respective shareholdings, used when shareholder authority verification is required

2. Historical Officers: Information about previous directors and officers, included when historical context is needed

3. Specific Transaction Authority: Detailed description of specific authorities granted for particular transactions or purposes

4. Corporate Governance Structure: Overview of the company's governance structure, included for complex organizations

Suggested Schedules

1. Schedule 1 - Board Resolution Extract: Certified copy of relevant board resolutions confirming officer appointments and authorities

2. Schedule 2 - Specimen Signatures: Authenticated specimen signatures of all authorized officers named in the certificate

3. Schedule 3 - Supporting Documents: Copies of certificate of incorporation, articles of association, and other relevant corporate documents

4. Schedule 4 - Register Extracts: Certified extracts from the company's statutory registers relevant to the certification

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company operations, including sections on company officers, directors, secretaries, statutory registers, directors' powers and authority, and company secretary duties. Sections 171-177 specifically cover directors' duties.

UK Corporate Governance Code: Key corporate governance framework providing standards for board composition, effectiveness, accountability, and company leadership principles.

Evidence Act 1845: Legislative framework governing documentary evidence requirements and establishing the legal status of certificates as evidence in legal proceedings.

Law of Agency Principles: Common law principles governing the authority of company officers to act and the scope of delegated powers within corporate structures.

Money Laundering Regulations 2017: Regulations setting out due diligence requirements and procedures for verification of identity in corporate documentation.

Companies (Company Records) Regulations 2008: Specific regulations detailing requirements for maintaining and managing company records and documentation.

Electronic Communications Act 2000: Legislation governing the validity and use of electronic communications and documents in legal and business contexts.

Articles of Association: Company's constitutional document setting out internal rules for company governance and operation.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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