Create a bespoke document in minutes, or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Certificate of Incumbency
I need a Certificate of Incumbency to confirm the current officers and directors of our company, including their respective positions and tenure, for the purpose of verifying authorized signatories for a banking transaction. The document should be dated and signed by an authorized company official.
What is a Certificate of Incumbency?
A Certificate of Incumbency proves who holds official positions within a Nigerian company. Banks, investors, and business partners often request this document to verify the identities of directors, officers, and other key company leaders before completing major transactions or signing contracts.
Under Nigerian corporate law, this certificate must be signed by the company secretary or a director and typically includes details like appointment dates, official titles, and specimen signatures. It's especially important for international business deals, where foreign partners need reliable confirmation of who can legally act on the company's behalf.
When should you use a Certificate of Incumbency?
Get your Certificate of Incumbency ready when entering major business deals in Nigeria, especially with international partners or banks. This document becomes essential during loan applications, opening corporate bank accounts, or signing significant contracts where proving your company's leadership structure matters.
Nigerian companies need this certificate when registering with regulatory bodies, pursuing foreign investments, or establishing business relationships across borders. Many organizations request an updated certificate every 6-12 months, particularly for ongoing partnerships or when company leadership changes occur. It's a vital tool for preventing fraud and ensuring smooth business operations.
What are the different types of Certificate of Incumbency?
- Basic Corporate Certificate: Details only core leadership positions like directors and company secretary - ideal for simple business transactions.
- Comprehensive Governance Certificate: Includes extended management roles, committee memberships, and shareholding information - commonly used for international deals.
- Bank-Specific Format: Tailored to meet Nigerian banking requirements, featuring specimen signatures and specific authentication methods.
- Regulatory Compliance Version: Enhanced with additional declarations required by Nigerian regulatory bodies like CAC and SEC.
- Specialized Industry Certificate: Modified to include sector-specific roles and compliance details for industries like oil and gas or telecommunications.
Who should typically use a Certificate of Incumbency?
- Company Secretaries: Primary drafters and certifiers of the Certificate of Incumbency, responsible for ensuring accuracy and maintaining updates.
- Board Directors: Must verify information and often sign alongside the company secretary to authenticate the document.
- Banks and Financial Institutions: Request these certificates when companies open accounts or apply for loans in Nigeria.
- Foreign Business Partners: Rely on these certificates to confirm authorized signatories before finalizing international deals.
- Corporate Law Firms: Help prepare and validate certificates, especially for complex business structures or regulatory compliance.
How do you write a Certificate of Incumbency?
- Company Records: Gather board resolutions, appointment letters, and shareholder meeting minutes showing current leadership positions.
- Personal Details: Collect official names, titles, appointment dates, and specimen signatures of all listed officers.
- Corporate Information: Have your company's registration number, registered address, and incorporation date ready.
- Authentication: Prepare company seal and arrange for notarization if needed for international use.
- Format Check: Use our platform's Nigerian-compliant template to ensure all required sections are properly structured and legally sound.
What should be included in a Certificate of Incumbency?
- Company Details: Full legal name, RC number, registered address, and incorporation date under Nigerian law.
- Officer Information: Names, positions, appointment dates, and term durations of all listed company officials.
- Authentication Section: Company secretary's certification statement and official company seal placement area.
- Signatory Block: Designated spaces for specimen signatures, with clear titles and dates.
- Compliance Statement: Declaration confirming adherence to Companies and Allied Matters Act requirements.
- Verification Clause: Statement attesting to the accuracy of information as of the certificate date.
What's the difference between a Certificate of Incumbency and a Certificate of Authority?
The Certificate of Incumbency is often confused with a Certificate of Authority, but they serve distinct purposes in Nigerian corporate governance. While both documents verify company leadership, their scope and applications differ significantly.
- Purpose and Scope: A Certificate of Incumbency provides comprehensive proof of who holds official positions within the company, including appointment dates and specimen signatures. A Certificate of Authority typically focuses only on specific individuals authorized to perform particular actions.
- Legal Weight: Incumbency certificates serve as official corporate records recognized by banks and international partners. Authority certificates are usually transaction-specific and limited to particular business dealings.
- Duration: Incumbency certificates remain valid until company leadership changes, while authority certificates often expire after specific transactions or timeframes.
- Authentication Requirements: Incumbency certificates need company secretary certification and corporate seal. Authority certificates may require different levels of verification depending on the transaction.
Download our whitepaper on the future of AI in Legal
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.