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Certificate Of Good Standing And Incumbency Template for United States

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Key Requirements PROMPT example:

Certificate Of Good Standing And Incumbency

"I need a Certificate of Good Standing and Incumbency for my Delaware LLC to open a business account with Bank of America, confirming our current officers and directors as of January 2025 and verifying our good standing status with detailed specimen signatures."

Document background
The Certificate of Good Standing and Incumbency is commonly required in various business transactions where formal verification of a company's status and leadership is necessary. This document is particularly important in the United States for banking relationships, foreign business operations, and major corporate transactions. It typically combines confirmation from the relevant Secretary of State that the company is in good standing with a certification of the current officers and directors. The certificate is often requested by banks, foreign entities, or potential business partners to verify the company's legal status and authority of its representatives.
Suggested Sections

1. Entity Information: Legal name, jurisdiction, and entity type

2. Good Standing Certification: Confirmation of current good standing status with Secretary of State

3. Officer/Director Information: List of current officers and directors with their positions

4. Certification Statement: Formal statement certifying the accuracy of information

5. Execution: Signature block and notarization

Optional Sections

1. Tax Status: Confirmation of tax compliance status (when required by financial institutions)

2. Foreign Qualification: Status in other jurisdictions (when entity operates in multiple states)

3. Securities Information: Share structure and ownership (for corporations when required by banks)

4. License Status: Industry-specific licensing information (when relevant to business operations)

Suggested Schedules

1. Schedule A - Corporate Resolution: Copy of board resolution authorizing the certificate

2. Schedule B - Officer Signatures: Specimen signatures of current officers

3. Schedule C - Good Standing Certificate: Original or certified copy from Secretary of State

4. Schedule D - Formation Documents: Copies of articles of incorporation/organization when required

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

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Industries

State Corporate Laws: Includes state-specific corporation codes, LLC acts, and individual state requirements for corporate status and good standing maintenance

Secretary of State Regulations: State-specific requirements for corporate filings, regulations for corporate status certification, and requirements for maintaining good standing status

Federal Securities Laws: Securities Exchange Act of 1934, regulations regarding corporate officer certifications, and requirements for publicly traded companies

Corporate Governance Requirements: Includes Sarbanes-Oxley Act requirements, state-specific corporate governance regulations, and compliance with corporate bylaws and articles of incorporation

IRS Requirements: Tax compliance status verification and Federal Employer Identification Number (FEIN) status requirements

Uniform Commercial Code: Requirements for corporate certifications and standards for commercial documents under UCC

Notary Laws: State-specific notarization requirements and regulations for witnessing corporate documents

Banking Regulations: Know Your Customer (KYC) requirements and Bank Secrecy Act compliance considerations

State Licensing Requirements: Industry-specific licensing status and professional licensing requirements verification

Foreign Corporation Requirements: Requirements for entities operating in multiple states and foreign qualification requirements

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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