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    What Is an Incumbency Certificate?

    An incumbency certificate is an official document consisting of crucial company information and the members of the management. The certificate with details like the names of board members, directors, company details, and members of management validates the authenticity of the business or corporation. It also acts as identity proof for the business owners and their position in the firm.

    Issued by the corporation or limited liability companies, the incumbency certificate is an important document required to run a business. Financial institutions will request you to show it as proof when you open a company bank account. It verifies your legal status in the company, and your decision-making power on behalf of the business. In this article, you will learn what is incumbency certificate, its importance, its use, and how to obtain one.

    Also read: Solvency Certificate: Meaning & How to Obtain a Solvency Certificate?

    Key highlights

    • Discovering what is incumbency certificate and its role in the company
    • Learn about the certificate of incumbency meaning and who can issue it for the company
    • What is included in the certificate and its legal standing
    • The many uses of the incumbency certificate
    • How to obtain a certificate of incumbency

    Meaning of certificate of incumbency

    A certificate of incumbency, also known as a secretary certificate, is a legal document that provides lawful recognition to the company’s primary members. Aside from mentioning details about the company’s CEO, president, corporate officers, and board members, it also authorises each member’s position in the business. The certificate helps you understand significant aspects of members in the company regarding their primary role, and whether they were appointed or elected for the same.

    Though there is no legal requisite for a third party to issue a certificate, a corporation usually uses a trusted independent source. It can be a company lawyer, a certified public accountant or a registration service that issues the certificate for the company and adds credibility to the name. The need for a document like a certificate of incumbency is to ensure legal compliance. For instance, the CEO of the company legally represents the business and in case of any malpractice within the firm, the CEO is responsible and answerable.

    Structure of an incumbency certificate?

    Unlike most formal company documents, there is no predefined format for a certificate of incumbency. As a business owner, if you want specific information in the certificate you have to explicitly ask your third-party source to include it. A standard certificate will have the date, company name, names of directors, and employees in prominent positions in the company. Usually next to names are signatures along with the identity of prime shareholders in the firm.

    The owner or managing director signs the certificate as a proof of verification for legally binding transactions. This signature is used to vet any verification of signature required during business operations. Here’s a breakdown of the format:

    • Company name with an introduction about the firm, date of issue, and other relevant business details.
    • Name of directors . Shareholders, elected and acting secretary along with their position in the firm. Alongside is space left for signatures.
    • Details about the legal representative of the company and whether they were elected or appointed.
    • Details of the secretary or legal firm filing the certificate, their signature and qualifications.

    Once the certificate is issued, it is kept in the company’s minute book. A minute book contains important company bylaws, reports, corporate articles, and minutes from shareholder or board of director meetings. To sum it up in layman terms, a minute book consists of any legal and official document pertaining to the company. With any change of employees, the minute book is updated and used as a legitimate source holding up the accuracy of the documents it contains.

    Example of the format

    Though this format varies from business to business, here is what a standard certificate looks like:

    The signatory, Secretary (Name), of (Name) company, certifies the below:

    1. He/she is elected for the position of Secretary of the company and is responsible for minutes, company seal, and business record keeping.
    2. I legally certify that the people elected as per their names are elected in accordance with the company law. Their corresponding signatures are licit and original.
    Name:
    Signature:
    Designation:

    1. The person appointed for the above roles is in accordance with the company’s by-laws and under resolutions undertaken by the Board of Directors. The person will have legally binding authority to act on behalf of the company.
    2. The person has authority to execute this document on behalf of the company from this (Time) and day (Date).
    Signature:
    Name:
    Designation:

    Company Stamp

    Also read: Memorandum of Association: Objectives, Forms & Content of MOA

    What is a certificate of incumbency used for?

    Wondering what is a certificate of incumbency used for? Well, the real purpose of a certificate of incumbency is to verify the legal authority or signing powers of an individual on behalf of the company. Usually, the certificate is used by a company whenever it sets new financial accounts; however, the document plays two more roles:

    Legal advice

    If your company requires any legal counsel, the law firm will ask for a verification of the people working. It is often the core employees of the firm, who have legal signing authority on behalf of the company. In case, a contract of acquisition is drawn up, the certificate of incumbency allows your lawyer to legally bind the official certificate signatory to the contract. A second scenario where a corporate lawyer makes decisions and transactions on the company’s behalf needs to know who to share classified information with. A member of the company, who is also a signatory on the certificate is a verified source.

    International deals

    If your company decides to do business with an overseas client, a notarised incumbency certificate has to be sent also with other documents. It helps both you and your client verify identities and ensure there is no breach of trust. With everything sealed and legally binding, the certificate smoothens oversea deals and transactions, especially when they are made virtually.

    Here are some other reasons your company needs one:

    • Opening a bank account
    • Applying for a company loan
    • Applying for public subsidy from the government
    • Applying for business visa for employees or legal representative of the company

    The importance of an incumbency certificate

    A certificate of incumbency means an official document forms an integral part of any business. It not only helps you verify yourself in the market but also keeps your business running smoothly. Here’s why:

    • The certificate is required for all employees, members of the board, and stakeholders who are part of the company’s legal decision-making process.
    • It validates the position and names of select important individuals who can be held accountable in the company.
    • You will need the certificate if you want to open a new bank account or process a new financial transaction for the company.
    • The certificate plays a crucial role during company mergers, especially when the executive board undergoes restructuring.
    • Most financial and legal decisions taken for the company require a certificate of incumbency as proof.

    How to obtain an incumbency certificate

    Getting a certificate of incumbency is easy if you follow the procedure.

    1. You will need to first create a draft of the certificate and might have to get it notarised, as per the latest company laws. Only a corporate secretary can issue the certificate.
    2. File the certificate with the state secretary’s office.
    3. Create a minute book and file the certificate with other records.
    If there is any change in the company’s managerial position, for instance a director who retires or leaves, the certificate must be revised. The updated certificate will replace the old one in the minute book.

    Also read: What is an Udyam or MSME Certificate?

    Understanding the certificate of incumbency

    A certificate of incumbency is more than just a company document kept in the dark archives with other files. The certificate pertains to the legal status of the company and helps verify the officers who play a crucial role in the legal activities of the firm. Limited liability companies and corporate organisations must issue the certificate, file it in the minute book, and ensure it stays updated.

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    FAQS – FREQUENTLY ASKED QUESTIONS

    • What is an incumbency certificate used for ?

      The certificate of incumbency is used by companies during new financial transactions, acquisitions or mergers, business visas, applying for business loans, and applying for government subsidies, among other business proceedings.
    • Does a certificate of incumbency expire ?

      A certificate of incumbency does not expire. However, it is advisable to provide a certificate not older than three months when asked for legal or financial verification.
    • What is the difference between a certificate of incumbency and good standing ?

      A certificate of incumbency consists of detailed information regarding a company, its name, registration number, members, signatures, and the date of incorporation. A certificate of good standing verifies the company taxes are up to date among other generic details.
    • What is incumbency legal ?

      The meaning of the certificate of incumbency is to provide official proof of the company's owners/stakeholders and their position in the firm. It also acts as a legally binding document in financial transactions holding those in power accountable for their actions within the company.
    • Who issues an incumbency certificate ?

      An independent third-party source like corporate lawyers or secretaries issues a certificate of incumbency to a company.
    • What information is included in a certificate of incumbency ?

      Here are some of the details included in the certificate:

      Company name and location
      Designation, names and signatures of officers/directors
      Date of incorporation
    • Can a certificate of incumbency be used for international business transactions ?

      A certificate of incumbency is used for international business transactions as a part of their due diligence process. Almost all international financial institutions and governments require you to present the certificate when engaging with a new business abroad.
    • What is a minute book ?

      The book is an important document that will help your corporation keep all legal and important business reports in one file, known as minutes. It is useful during legal proceedings and contains annual reports, agreements, LLC bylaws, certificates of incumbency, etc.
    • Who signs a certificate of incumbency ?

      The certificate included key details of company employees. These officers are authorised to sign and make decisions on behalf of the business.
    • Who files the certificate of incumbency ?

      Usually, a corporate secretary will help with all the filing processes of the certificate. They maintain corporate records and ensure every file recorded is up to date.

     

    DISCLAIMER

    The information contained herein is generic in nature and is meant for educational purposes only. Nothing here is to be construed as an investment or financial or taxation advice nor to be considered as an invitation or solicitation or advertisement for any financial product. Readers are advised to exercise discretion and should seek independent professional advice prior to making any investment decision in relation to any financial product. Aditya Birla Capital Group is not liable for any decision arising out of the use of this information.

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    Submissions and unauthorized use of any Materials contained on this Website may violate copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations. You alone are responsible for your actions or the actions of any person using your user name and/or password. As such, you shall indemnify and hold Facilities Provider, ABCL / ABC Companies and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all loss, costs, damages, liabilities, and expenses (including attorneys' fees) incurred in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Website or the use of the Website by any person using your user name and/or password (including without limitation your participation in the posting areas or your submissions) violates any applicable law or regulation, or the rights of any third party.

    We reserve the right to terminate access to this Website at any time and without notice. Further this limited license terminates automatically, without notice to you, if you breach any of these Terms of Use. Upon termination, you must immediately destroy any downloaded and printed Materials.

    If you come across any breaches/violation or offensive material you must report to us at abc.secretarial@adityabirla.com

    Use of Cookies

    You agree and understand that the Website will automatically receive and collect certain anonymous information in standard usage logs through the Web server, including computer/computer resource-identification information obtained from "cookies" sent to your browser from a web server or other means as explained in the Privacy Policy.  

    Facilities Changes and Discontinuation

    The Website reserves the right to discontinue or suspend, temporarily or permanently, the facilities. You agree that the Facilities Provider/ ABC Companies will not be liable to you in any manner whatsoever for any modification or discontinuance of the facilities. The format and content of this Website may change at any time. We may suspend the operation of this Website for support or maintenance work, in order to update the content or for any other reason.

    ABCL, ABC Companies, and its directors, employees, associates, or other representatives shall not be liable for any damages or injury, arising out of or in connection with the use, or non-use including non-availability of the Website and also for any consequential loss or any damages caused because of non-performance of the system due to a computer virus, system failure, corruption of data, delay in operation or transmission, communication line failure, or any other reason whatsoever. The Website will not be responsible for any liability arising out of delay in providing any information on the Website.

    Compliance with the Law

    You agree that you will not:

    • Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programme, algorithm or methodology to access, acquire, copy or monitor the Website, or any portion of the Website.
    • Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website, other than the search engines generally available by third party web browsers
    • Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Website or the facilities.
    • Attempt to decipher, decompile, disassemble, or reverse engineer any of the software, comprising or in any way making up a part of the Website or the facilities.
    • You agree not to use the facilities for illegal purposes or for the transmission of material that is unlawful, harassing, libelous (untrue and damaging to others), invasive of another's privacy, abusive, threatening, or obscene, or that infringes the rights of others.

    Restrictions on Commercial Use or Resale

    Your right to use the facilities is personal to you; therefore, you agree not to resell or make any commercial use of the facilities. In addition, the Website welcomes your feedback as a user of the facilities. Any feedback you provide will become the confidential and proprietary information of the Website, and you agree that the Website may use in any manner and without limitation, all comments, suggestions, complaints, and other feedback you provide relating to the Website. The Website shall have a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use feedback for any purpose, including but not limited to incorporation of such feedback into the Website or other Website software or facilities.

    No Endorsements

    All product and facilities marks contained on or associated with the facilities that are not the Website marks are the trademarks of their respective owners. The Website would require you to respect the same. References to any such names, marks, products or facilities of third parties or hypertext links to third party sites or information does not imply the Website’s endorsement, sponsorship or recommendation of the third party, information, product or facilities.

    Promotional Offers

    You may receive from time to time, announcement about offers with intent to promote this Website and/or facilities/products of ABC Companies (“Promotional Offers”). The Promotional Offer(s) would always be governed by these Terms of Use plus certain additional terms and conditions, if any prescribed. The said additional terms and conditions, if prescribed, would be specific to the corresponding Promotional Offer only and shall prevail over these Terms of Use, to the extent they may be in conflict with these Terms of Use. The Website reserves the right to withdraw, discontinue, modify, extend and suspend the Promotional Offer(s) and the terms governing it, at its sole discretion.

    Charges for use of Website

    There are no charges or fees to be paid by you for use of this Website. However, you are responsible for all telephone access fees and/or internet service fees that may be assessed by your telephone and/or internet service provider. You further agree to pay additional charges, if any levied by Third Party Service Provider(s), for the facilities provided by them through the Website (Additional Charges).

    No Endorsement

    You are advised to be cautious when browsing on the internet and to use good judgment and discretion when obtaining information or transmitting information. From this Website, users may visit or be directed to third party web sites. The Website makes no effort to review the content of these web sites, nor is the Website or its licensors responsible for the validity, legality, copyright compliance, or decency of the content contained in these sites.

    In addition, the Website does not endorse or control the content of any other user and is not responsible or liable for any content, even though it could be unlawful, harassing, libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable, or that it infringes or may infringe upon the intellectual property or other rights of another. You acknowledge that the Website does not pre-screen content, but that the Website will have the right (but not the obligation) in their sole discretion to refuse, edit, move or remove any content that is available via the facilities.

    Electronic Communications

    These Terms of Use and any notices or other communications regarding the Facilities may be provided to you electronically, and you agree to receive communications from the Website in electronic form. Electronic communications may be posted on the Website and/or delivered to your registered email address, mobile phones etc either by Facilities Provider or ABC Companies with whom the services are availed. All communications in electronic format will be considered to be in "writing". Your consent to receive communications electronically is valid until you revoke your consent by notifying of your decision to do so. If you revoke your consent to receive communications electronically, the Facilities Provider shall have the right to terminate the facilities.

    Assignment

    You shall not assign your rights and obligations under this Agreement to any other party. The Website may assign or delegate its rights and/or obligations under this Agreement to any other party in future, directly or indirectly, or to an affiliated or group company.

    Legal Disclaimers

    The information provided on or through the Website is for general guidance and information purposes only and they do not in any manner indicate any assurance or opinion of any manner whatsoever. Any information may be prone to shortcomings, defects or inaccuracies due to technical reasons. Certain information on Website may be on the basis of our own appraisal of the applicable facts, law and regulations in force at the date hereof.

    The information (and opinions, if any) contained on the Website may have been obtained from public sources believed to be reliable and numerous factors may affect the information provided, which may or may not have been taken into account. The information provided may therefore vary (significantly) from information obtained from other sources or other market participants. Any reference to past performance in the information should not be taken as an indication of future performance. The information is dependent on various assumptions, individual preferences and other factors and thus, results or analyses cannot be construed to be entirely accurate and may not be suitable for all categories of users. Hence, they should not be solely relied on when making investment decisions. Your investment or financial decision shall always be at your own discretion and based on your independent research; and nothing contained on the Website or in any information would construe ABCL/ABC Companies or any of its employees/authorized representative as having been in any way involved in your decision making process. Any information and commentaries provided on the Website are not meant to be an endorsement or offering of any stock or investment advice.

    Nothing contained herein is to be construed as a recommendation to use any product, process, equipment or formulation, in conflict with any patent, or otherwise and Facilities Provider / ABCL/ABC Companies makes no representation or warranty, express or implied that, the use thereof will not infringe any patent, or otherwise. Information on this Website sourced from experts or third party service providers, which may also include reference to any ABCL Affiliate. However, any such information shall not be construed to represent that they belong or represent or are endorsed by the views of the Facilities Provider or ABC Companies. Any information provided or sourced from ABCL Affiliate belongs to them. ABCL is an independent entity and such information from any ABCL Affiliate are not in any manner intended or to be construed as being endorsed by ABCL or Facilities Provider. The information does not constitute investment or financial advice or advice to buy or sell, or to endorse or solicitation to buy or sell any securities or other financial instrument for any reason whatsoever. Nothing on the Website or information is intended to constitute legal, tax or investment advice, or an opinion regarding the appropriateness of any investment or a solicitation of any type. Investment in the securities market and any financial instruments are inherently risky and you shall always assume complete and full responsibility for the outcomes of all the financial or investment decisions that you make, including but not limited to loss of capital. You are therefore advised to obtain your own applicable legal, accounting, tax or other professional advice or facilities before taking or considering an investment or financial decision.

    No Solicitation

    No Information at this Website shall constitute an invitation to invest in ABCL or any ABC Companies. These are meant for general information only or to meet statutory requirements or disclosures. ABCL or any of its employees are in no way liable for the use of the information by you, when making any decision or investing or trading through any investment vehicles or ABC Companies, or any other third party which may be engaged in offering of these services.

    The information contained on this Website does not represent and should not be used to construe (i) the terms on which a new transaction would be entered into by ABCL or ABC Companies, (ii) the terms on which any existing transactions could be unwound by ABCL or ABC Companies, (iii) the calculation or estimate of an  amount that would be payable following an early termination of any past/existing transactions or (iv) the valuations given to any transactions by ABCL or ABC Companies in their books of account for financial reporting, credit or risk management purposes.

    Statutory Disclosure

    ABCL and ABC Companies are engaged in a broad spectrum of activities in the financial services sectors. You understand and acknowledge that Aditya Birla Money Limited (‘ABML’), Aditya Birla Finance Limited (‘ABFL’) and Aditya Birla Sun Life Asset Management Company Limited and trustees and sponsor of Aditya Birla Sun Life Mutual Fund (‘ABSLMF’) are group companies and ABML / ABFL also acts as a distributor of ABSLMF.  Any recommendation or reference of schemes of ABSLMF if any made or referred on the Website, the same is based on the standard evaluation and selection process, which would apply uniformly for all mutual fund schemes. You are free to choose the execution facilities in the manner deemed fit and proper and no commission will be paid by ABSLMF to ABML / ABFL if you choose to execute a transaction with ABSLMF on the Website, unless otherwise agreed by you and ABML/ABFL separately. Information about ABML/ABFL, its businesses and the details of commission structure receivable from asset management companies to ABML/ABFL, are also available on their respective Website.

    Similarly Aditya Birla Money Insurance Advisory Services Limited and Aditya Birla Insurance Brokers Limited are insurance intermediaries and engaged in the distribution of Insurance Products and it may services may include products of Aditya Birla Sun Life Insurance Company Limited and Aditya Birla Health Insurance Company Limited. However there is no conflict on these services and commissions if any payable are in accordance of the extant regulations.

    Force Majeure

    The Facilities Provider, ABC Companies and any of its Third Party Service Providers shall not be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, virus, other malicious computer code, hacking, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, earthquake, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

    Indemnification

    You agree to protect and fully compensate Facilities Provider, ABCL, ABC Companies, subsidiaries, licensors, suppliers and facilities providers, employees, officers and directors, from any and all third party claims, liability, damages, expenses and costs (including but not limited to reasonable attorneys fees) caused by or arising from your use of the facilities, your violation of the Terms of Use or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.

    No Waiver

    The Facilities Provider, ABC Companies or any of its third party service providers and processor bank/merchants etc. shall not be deemed to have waived any of its/their rights or remedies hereunder, unless such waiver is in writing. No delay or omission on the part of Facilities Providers and ABC Companies, in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

    Exclusive Agreement

    You agree that these Terms of Use are the complete and exclusive statement of agreement supersede any proposal or prior agreement, oral or written, and any other communications between you and the Facilities Provider and its Third Party Service Providers or processor bank/merchants relating to the subject matter of these Terms of Use. These Terms of Use, as the same may be amended from time to time, will prevail over any subsequent oral communications between you and the Website and/or the processor bank.

    Termination

    Either party can terminate this Agreement by notifying the other party in writing. Upon such termination You will not be able to use the facilities of this Website.

    Governing Law and Jurisdiction

    The Website specifically prohibits you from usage of any of its facilities in any countries or jurisdictions that do not corroborate to all stipulations of these Terms of Use. The Website is specifically for users in the territory of India. In case of any dispute, either judicial or quasi-judicial, the same will be subject to the laws of India, with the courts in Mumbai having exclusive jurisdiction.

    These Terms and Conditions are governed by and to be interpreted in accordance with laws of India, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree, in the event of any dispute arising in relation to these Terms and Conditions or any dispute arising in relation to the Website whether in contract or tort or otherwise, to submit to the jurisdiction of the courts located at Mumbai, India for the resolution of all such disputes.

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