Employment certificate

What is an employment certificate?

A Certificate of Incumbency (or Certificate of Incumbency) is an official document issued by a corporation or limited liability company (LLC) listing its current directors, officers, and sometimes the names of major shareholders. It specifies who holds which positions within an organization and is most commonly used to identify individuals authorized to conduct legally binding transactions on behalf of the company.

Outside the U.S., a certificate of incumbency may also be called a director’s register, officer certificate, or secretary certificate.

key takeaways

  • Certificates of Incumbency document the identity of the company’s current directors, officers, and occasionally key shareholders.
  • Financial institutions often require proof of employment when opening an account to ensure that the person claiming to be an authorized signatory of the company is authorized.
  • Transaction contracts involving companies often require proof of employment to determine who can legally bind the company in the contract.

What is an employment certificate?

Learn about on-the-job certificates

Certificates of Incumbency, such as Certificate of Incumbency, Certificate of Officer, Certificate of Officer, Register of Directors, or Certificate of Secretary, basically provide the same information. The certificate of incumbency is issued by the company secretary, usually stamped with the company seal, and may be notarized by a notary public. Because the secretary is the officer responsible for keeping company records, the certificate of incumbency is an official action of the company and can reasonably be relied upon for its accuracy by third parties.

It usually also includes a sample of signatures for comparison purposes.

A typical employment certificate might be worded as follows:

Signatory X, Secretary of ABC Inc. (the “Company”), hereby certifies that the following persons hold the position opposite their name with the Company, that the signature opposite each person’s name is that person’s true signature, and that they are duly authorized to…”

Then, after the mention, the list of directors and officers, the date and the signature of the secretary will be listed. Financial institutions can request this document when a company applies to open a bank account or initiate a major transaction. In addition, a lawyer or anyone else who wants to confirm the legitimacy and established position of a director or officer of a company can ask for a certificate.

Anyone who deals with the company and needs to confirm an executive position within the company can request a certificate of incumbency from the company secretary. In practice, a bank or other financial institution usually requires proof of employment when opening an account to ensure the true identity of the person who claims to be the authorized signatory of the company.

Likewise, when lawyers draft transaction contracts involving companies, they often require formal incumbency certification to determine who can legally bind the company in the contract.

Example of employment certificate

While they may take various forms, a typical boilerplate on-the-job certificate will resemble the following:

Employment certificate

The undersigned, the Secretary/Assistant Secretary of a _______________________ company (the “Company”), hereby certifies as follows:

1. He/she is the duly elected and qualified acting secretary/assistant secretary of the company and is responsible for maintaining the company’s records, minutes and seals.

2. In accordance with the amended Articles of Incorporation, the persons designated below have been appointed and appointed to the offices designated below and said persons do/do continue to hold such offices at this time and the signature opposite the name is a true signature.

name, signature and title

__________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________

3. Pursuant to the amended Articles of Association and certain resolutions passed by the Board of Directors of the Company, the persons designated to hold the above-mentioned positions have/have been granted sufficient powers to represent and conduct transactions involving equipment leasing (including but not limited to the sale and leaseback of such equipment). ) and the execution of the above-mentioned documents related to such transactions (including but not limited to the Master Lease Agreement and the Equipment List therein constitutes a legally binding and enforceable obligation of the Company.

4. According to the amended Articles of Association, the undersigned is authorized to sign this certificate on behalf of the company, and he/she has signed this certificate on __________ days with the company seal _______________, 20_____.

Signature: ______________________________________ (Seal)

Name: _________________________________________

Title: _______________________________

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