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Certificate Of Incumbency And Authority Template for United States

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Key Requirements PROMPT example:

Certificate Of Incumbency And Authority

"I need a Certificate of Incumbency and Authority for our Delaware corporation to open a new bank account in Singapore, confirming the authority of our newly appointed CFO and CEO who started in January 2025."

Document background
The Certificate of Incumbency and Authority is a crucial corporate document commonly required in business transactions where formal verification of corporate officers and their powers is necessary. It is widely used in the United States for banking relationships, international business dealings, and significant corporate transactions. The certificate typically includes details about the company's current officers, their positions, appointment dates, and specific authorities granted to them. It serves as evidence to third parties about who is authorized to act on behalf of the company and in what capacity. The document must comply with both federal and state-specific requirements regarding corporate documentation and authentication.
Suggested Sections

1. Certificate Header: Company name, registration details, and date of certificate

2. Corporate Details: Basic information about the company including incorporation date, registration number

3. Officer Identification: Names and positions of current officers and directors

4. Authority Statement: Specific powers and authorities granted to named individuals

5. Certification Statement: Declaration of accuracy by authorized certifying officer

Optional Sections

1. Specimen Signatures: Sample signatures of authorized officers - include when required by banks or for international business purposes

2. Board Resolution Reference: Reference to specific board resolutions granting authority - include when certificate supports specific transaction or authority

3. Corporate Seal: Application of company seal - include when required by receiving party or jurisdiction

Suggested Schedules

1. Schedule A - List of Current Officers: Detailed list of all current officers with their positions and appointment dates

2. Schedule B - Specimen Signatures: Collection of authorized signatures with corresponding names and titles

3. Schedule C - Supporting Resolutions: Copies of relevant board resolutions supporting the authority stated

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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Industries

Federal Securities Laws: Securities Exchange Act of 1934 and Sarbanes-Oxley Act of 2002 for publicly traded companies, governing corporate disclosures and officer certifications

Uniform Commercial Code: Article 9 regarding secured transactions and legal framework for business operations and transactions

State Corporation Laws: State-specific regulations governing corporate formation, operation, and documentation requirements

Corporate Governance Documents: Internal governing documents including Articles of Incorporation, Bylaws, and Board Resolutions that establish corporate authority

Banking Regulations: Bank Secrecy Act, USA PATRIOT Act, and KYC requirements, particularly relevant for financial institutions

Notarization Requirements: State-specific notary public laws and requirements for document authentication

Apostille Requirements: State-specific requirements for document authentication if the certificate is intended for international use

Record Retention Laws: Legal requirements for maintaining corporate records and documentation

Officer Liability Provisions: Laws governing corporate officer liability and responsibilities in certifying corporate information

Anti-Fraud Provisions: Legal framework preventing false statements and fraudulent certifications in corporate documents

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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