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Certificate of Incumbency
"I need a certificate confirming the current officers and directors of the company, including their appointment dates and roles, for a corporate governance review scheduled in Q1 2025."
What is a Certificate of Incumbency?
A Certificate of Incumbency proves who holds official positions within a company operating in Saudi Arabia. Banks, government agencies, and business partners often request this document when you're setting up accounts, signing contracts, or handling major transactions. It lists key details about your company's directors, officers, and authorized signatories.
Under Saudi commercial regulations, this certificate helps verify your company's leadership structure and signing authority. It's particularly important when dealing with the Ministry of Commerce, establishing new business relationships, or completing corporate transactions. The document typically needs authentication from a licensed notary or the Chamber of Commerce to be considered valid in the Kingdom.
When should you use a Certificate of Incumbency?
You need a Certificate of Incumbency when establishing new banking relationships in Saudi Arabia, particularly during account opening or when changing authorized signatories. Many Saudi banks require this document before allowing access to corporate accounts or processing major financial transactions. It's also essential when registering with government platforms like Absher Business or updating company records with the Ministry of Commerce.
The certificate proves especially valuable during international business deals, when foreign partners need verification of your company's leadership structure. Saudi companies engaging in cross-border transactions, opening overseas branches, or participating in government tenders commonly use this document to demonstrate their officers' legitimate authority to sign agreements.
What are the different types of Certificate of Incumbency?
- Nil Certificate Of Encumbrance On Property: A specialized version of the Certificate of Incumbency used in Saudi real estate transactions. This variation focuses on property ownership and confirms there are no liens or encumbrances, making it essential for property deals.
- Standard Corporate Certificate: The most common type, listing current directors, officers, and key decision-makers. Used mainly for banking and general business purposes.
- Enhanced Verification Certificate: A more detailed version that includes specimen signatures and corporate seal impressions, typically required for international transactions.
- Simplified Administrative Certificate: A streamlined version focusing only on essential leadership positions, commonly used for routine administrative matters with government agencies.
Who should typically use a Certificate of Incumbency?
- Corporate Officers: Sign and verify the Certificate of Incumbency, confirming their positions and authority within Saudi companies
- Board Secretaries: Usually responsible for preparing and maintaining these certificates, ensuring accuracy of corporate leadership details
- Banks and Financial Institutions: Request and rely on these certificates when opening accounts or processing major transactions for Saudi businesses
- Government Agencies: Use these certificates to verify company leadership during regulatory filings and official interactions
- Foreign Business Partners: Require these certificates to confirm the authority of Saudi company representatives before finalizing international deals
How do you write a Certificate of Incumbency?
- Company Details: Gather your commercial registration number, company address, and date of establishment from Ministry of Commerce records
- Leadership Information: Collect full names, positions, and appointment dates of all current directors and officers
- Authentication Requirements: Prepare company seal and arrange for notary public certification if needed
- Supporting Documents: Have board resolutions or shareholders' decisions ready that confirm current appointments
- Signature Authority: List specific powers granted to each officer, especially regarding financial and contractual matters
- Digital Platform: Use our automated system to generate a legally-compliant certificate, ensuring all Saudi legal requirements are met
What should be included in a Certificate of Incumbency?
- Company Identification: Full legal name, commercial registration number, and registered address in Saudi Arabia
- Officer Details: Names, positions, nationalities, and ID numbers of all current officers and directors
- Authority Statement: Clear description of each officer's signing powers and decision-making authority
- Attestation Clause: Corporate secretary or authorized officer's verification of information accuracy
- Authentication Elements: Company seal, notary certification, and Chamber of Commerce attestation when required
- Compliance Declaration: Statement confirming adherence to Saudi Companies Law and corporate governance regulations
- Execution Details: Date, place of signing, and authorized signatures with official stamps
What's the difference between a Certificate of Incumbency and a Certificate of Authority?
While both documents verify organizational authority, a Certificate of Incumbency differs significantly from a Certificate of Authority in several key aspects under Saudi law. The main distinction lies in their scope and purpose.
- Scope of Coverage: A Certificate of Incumbency provides a comprehensive list of all current officers and directors, while a Certificate of Authority typically focuses on specific individuals authorized for particular actions or transactions
- Duration and Updates: Incumbency certificates require regular updates when leadership changes occur, whereas Authority certificates often remain valid for specific transactions or time periods
- Legal Requirements: Saudi banks and government agencies usually request Incumbency certificates for general corporate matters, but Authority certificates for specific business activities or regulatory compliance
- Verification Process: Incumbency certificates need company seal and board authentication, while Authority certificates often require additional governmental or regulatory body endorsements
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