What is an Incumbency Certificate?

An incumbency certificate is a document listing the officers of a corporation and the positions they occupy. Such documents are usually prepared by company secretaries, and by law, they must be made available to members of the public. People who want information about the incumbents of a corporation can request a copy of the incumbency certificate from the secretary. This information is updated as needed to reflect reorganization of the company and is also filed with government regulators to keep them informed about the operations of the company.

The term “incumbent,” meaning “office holder” is often used in politics, but it also refers to the officers of a company, like the president, chief financial officer, and chief executive officer. The organizational structure of a corporation can vary and as a result, incumbent job titles are not always uniform, nor are job responsibilities necessarily consistent between two people with the same position at different companies.

Corporate secretaries are responsible for maintaining corporate records. This recordkeeping is usually required by law, and the work of the secretary supports that of other officers who must file legal documents and provide information about historical events at a corporation. In cases where the secretary is considered an incumbent, it may be necessary for another officer to countersign the incumbency certificate in order for it to be valid. Otherwise, the secretary's signature is the only one needed on the document.

The incumbency certificate simply lists names and job titles, without additional personal information. Like other public filings, it promotes transparency by making information about how a company is organized and run readily available to members of the public who may have an interest. This can include shareholders, as well as other companies and people concerned about how a corporation does business. In the event of a reorganization or new hiring, people can request a new copy of the incumbency certificate to get up to date information about the company's officers.

Incumbency certificates can be used for everything from determining who to sue in a legal filing to learning more about a company's internal organization. Other public filings like a prospectus can also be useful for researching a company. This information is not considered proprietary and must be made available by request, no matter who asks for it. People asking for information are also not required to disclose why they are interested or how the information will be used.