A certificate of incumbency is an internal company document that identifies the people who currently hold office in your business and shows what their signatures look like, so that a bank, attorney, or counterparty can verify authority before relying on a signed document. A usable sample certificate of incumbency contains seven core elements, gets signed by your corporate secretary or the LLC equivalent, and is dated within the last 30 to 60 days. The template below works for a corporation; adjustments for LLCs follow.
Sample Certificate of Incumbency
Adjust the bracketed fields to match your company. The wording can vary, but every version should identify the certifier, list the current officers, and show their signatures.
CERTIFICATE OF INCUMBENCY
I, [Full Name], do hereby certify that I am the duly elected, qualified, and acting [Secretary/Assistant Secretary] of [Company Name] (the “Company”), a [corporation/LLC] formed and existing under the laws of [State of Formation].
I FURTHER CERTIFY that the following individuals have been duly [elected/appointed] to, and now hold, the offices of the Company set opposite their respective names, and that the signatures shown are true specimens of their signatures:
[Table with three columns: NAME | OFFICE/TITLE | SIGNATURE]
I FURTHER CERTIFY that the above-named individuals are authorized to execute agreements, certifications, and any other documents necessary to conduct the business of the Company.
IN WITNESS WHEREOF, I have hereunto set my hand [and affixed the seal of the Company] this ___ day of ________, 20__.
___________________________
[Name], [Title]
Three practical notes on filling this in. The officer roster should match your company’s most recent board minutes exactly; if someone resigned last month and a replacement was appointed, only the replacement goes on the certificate. Signature specimens need to be originals when you’re producing a hard copy, because photocopied or printed signatures defeat the purpose. And if the requesting party asks for language about the scope of authority, such as “authorized to execute loan documents up to $500,000,” add that to the certification paragraph instead of leaving generic language in place.
What the Certificate Must Contain
Every certificate follows the same basic structure whether your company is a Fortune 500 corporation or a five-person startup. The required elements are:
- Company identification. The entity’s full legal name, state of formation, and type of entity (corporation, LLC, and so on).
- Certifying officer. The name and title of the person issuing the certificate, almost always the corporate secretary or assistant secretary.
- Officer and director roster. A list of each person currently holding a position, their exact title, and in some versions the date they were appointed or elected.
- Signature specimens. A sample signature from each listed officer, so the recipient can compare against future signed documents.
- Certification language. A statement that the signer personally attests the information is true and that the listed individuals are duly elected, qualified, and currently serving.
- Date of issuance. The specific date the certificate was executed, which sets the baseline for its validity.
- Corporate seal. If the company has one, an impression or digital mark near the signature line.
The U.S. Treasury’s own incumbency form (FS Form 1014) uses this same pattern, asking the certifying party to list officers “who were duly qualified and acting” as of a specific date, along with their names and titles.1Department of the Treasury Bureau of the Fiscal Service. FS Form 1014 – Certificate of Incumbency of Officers
Adapting the Template for an LLC
Most LLCs don’t have a corporate secretary, a board of directors, or traditional officer titles, so the corporate template needs relabeling. The document itself still works.
In a manager-managed LLC, the managing member or manager fills the role that a corporate secretary would play. They certify the document and list every manager authorized to act on the company’s behalf. In a member-managed LLC, any member with authority under the operating agreement can serve as the certifier. The operating agreement is the controlling document, the way corporate bylaws govern a corporation.
The main change is the titles themselves. Where a corporate certificate lists “President,” “Treasurer,” and “Secretary,” an LLC version lists “Manager,” “Managing Member,” or “Member.” The rest of the document, including the roster, signature specimens, and certification language, stays the same. Make sure the certificate states the entity type clearly (“a limited liability company formed under the laws of…”) and that the certifying person’s authority traces back to the operating agreement.
Who Signs the Certificate
In a corporation, the secretary is the natural choice. This officer maintains the board minutes, the shareholder register, and other governance records, which puts them in the best position to certify who holds what position. Corporate bylaws almost always designate the secretary as the officer responsible for administrative certifications.
If the secretary is unavailable, the assistant secretary can step in, which is why standard templates list “Secretary/Assistant Secretary” as interchangeable signers. Some companies also authorize their general counsel or chief legal officer to issue the certificate, particularly when outside counsel is coordinating a closing.
Before signing, whoever issues the certificate should cross-reference the proposed roster against the minutes from the most recent board meeting. Resignations, new appointments, and title changes all need to be reflected. A certificate listing someone who resigned two months ago is not just sloppy; it can create real liability if the other party relies on it and later discovers the signer lacked authority.
Seals, Notarization, and Apostilles
Corporate Seals
Corporate seals have largely become symbolic. No state currently requires a corporate seal for a document to be legally valid, and federal law recognizes authorized officer signatures as sufficient for virtually all business purposes. Even so, many banks and law firms still expect to see a seal on formal documents like an incumbency certificate. If your company has one, use it. If you don’t, you won’t be legally penalized, but you may need to explain the omission to a traditionalist banker or an overseas counterpart. Seals can be physical embossers, rubber stamps, or digital images embedded in an electronic document.
Notarization
Notarization isn’t universally required for domestic use, but it’s common when the certificate accompanies a real estate transaction, a loan closing, or any filing where the requesting party wants extra assurance of the signer’s identity. The notary witnesses the secretary’s signature, confirms their identity, and applies a notarial stamp. Fees generally run between $5 and $25 per signature, depending on the state.
Remote online notarization has expanded considerably. As of mid-2025, 47 states and the District of Columbia allow some form of remote electronic notarization, so the secretary and notary can complete the process over a video call rather than meeting in person. Rules still depend on the state where the notary is commissioned.
Apostilles for International Use
If your certificate will be used overseas in a country that’s party to the 1961 Hague Convention, you’ll need an apostille, a standardized authentication certificate recognized across treaty member nations. For documents notarized at the state level, the apostille comes from the secretary of state in the state where the notary is commissioned.2U.S. Department of State. Preparing a Document for an Apostille Certificate State-level apostille fees typically range from $10 to $20. For countries that are not part of the Hague Convention, a different authentication process runs through the U.S. Department of State.
How Fresh the Certificate Has to Be
An incumbency certificate is a snapshot, not a permanent record. Most banks and law firms will reject a certificate dated more than 30 to 60 days before the transaction. Leadership can change quickly, and a six-month-old certificate might list people who no longer hold their positions.
The easiest approach is to keep an updated master template in your company’s records with current names, titles, and digital copies of signature specimens. When a new certificate is requested, the secretary populates the template with a current date and collects fresh original signatures if needed. Companies that go through frequent transactions sometimes maintain a standing file that gets refreshed quarterly or after every board meeting where leadership changes.
Any time someone listed on a previous certificate resigns, is removed, or changes titles, the old certificate becomes unreliable. There is no formal process to revoke an outdated certificate, but you should notify any institution holding a copy if a listed officer no longer has authority. Failing to do so could expose the company to liability if that person signs something they are no longer authorized to sign.
What Happens if the Certificate Is Wrong
An inaccurate certificate creates real problems, not just paperwork headaches. If someone signs a contract on behalf of your company but isn’t actually authorized to do so, the contract may not be binding, and the other party might argue they relied on the certificate in good faith. That’s the kind of dispute that ends up in commercial litigation.
The legal concept at work is apparent authority. If your company hands a bank or business partner a certificate listing someone as an officer, and that person then signs a deal, the other party has a reasonable basis for believing the signer had authority. Courts will sometimes hold the company to that deal even if the signer’s authority had actually lapsed, because the company created the appearance of authority through its own certificate. A deliberately false certificate that lists people who were never appointed could expose the certifying officer to personal liability for fraud.
Treat the certificate with the same care you’d give a power of attorney. Verify every name against the most recent board minutes before signing, and don’t let an outdated version stay in circulation after your leadership has changed.
Not the Same as a Certificate of Good Standing
These two documents get confused often. A certificate of good standing comes from a state agency, typically the secretary of state’s office, and confirms that your company is registered, has filed its annual reports, and is current on state fees. It says nothing about who runs the company. A certificate of incumbency comes from inside the company and identifies the people in charge, with their signatures. It says nothing about whether state fees have been paid. If you’re asked to produce corporate documents for a closing, expect to need both.