A Certificate of Incumbency is a document that verifies the identities of corporate executives. It establishes officers of a corporation and can confirm the names of directors and shareholders. It can also verify the contents of a company’s Minute Book.

Incumbency forms include the name of the company’s secretary and usually include the names of shareholders, directors, and signing officers. These certificates prove who can sign off on contracts and business dealings for the company.

LawDepot’s Certificate of Incumbency template works for federal, territorial, and provincial corporations across Canada.

Corporations in Canada create a Certificate of Incumbency when they need to identify their current directors, officers, or authorized signatories. Certificates of Incumbency name the individuals who can make decisions on the corporation’s behalf.

Many different groups may ask corporations in Canada for proof of authorization, including:

Banks

A Certificate of Incumbency is often needed when a corporate representative opens a business bank account or applies for credit or loans. Financial institutions, money lenders, and service providers need assurance that the executive entering the agreement has the legal authority to represent the company.

Business partners

New or existing business partners of the corporation need proof that the representative is authorized when signing major legal contracts for the corporation. Law firms and consultants may need a Certificate of Incumbency to validate the authenticity of these legally binding agreements.

Auditors

Auditors often require Certificates of Incumbency for tax or compliance purposes. Before a merger or acquisition, the buyer usually conducts a due diligence exercise that requires sharing corporate documents, like Certificates of Incumbency.

Governments and regulatory bodies also commonly require filing documents confirming a corporation's managers, officers, and executives. Incumbency certificates prove who holds these key positions and act as supporting documents to comply with government regulations.

Foreign bodies

Incumbency certificates are often needed when dealing with new international markets and business partners. A Certificate of Incumbency ensures the corporation is not misrepresented and protects all parties from fraud.

To create an incumbency certificate, you must include key details about your corporation. Complete your document using LawDepot’s Certificate of Incumbency template with the following information:

1. The business industry

First, include your corporation's industry by selecting one of the following:

• Retail (e.g., corporations with physical store locations, e-commerce online shops, or something in between)
• Professional services (e.g., law, accounting, consulting, or engineering firms)
• Food and accommodation (e.g., commercial food services, catering services, hotels, motels, and B&Bs)
• Art, entertainment, and recreation (e.g., museums, performing arts companies, professional sports teams, gaming organizations, and casinos)
• Other corporations and industries

2. Corporate information

Include the name of your corporation and jurisdiction of incorporation. You could have incorporated federally or in one of the provinces or territories, such as Alberta or Ontario.

Then, list the name of the company’s secretary. You can also include a certified list of the organization's signing officers, directors, and shareholders.

3. Corporate supplies and signing information

Next, note if you’d like to certify the Minute Book’s contents in the incumbency document. Then, select a date for all required parties to sign the document. You can leave this blank until one is chosen.

Lastly, include your corporate seal on the certificate once the document is signed. The corporate seal can be digital or stamped onto the document after printing.

Canada does not have laws or mandates that a corporation must have valid Certificates of Incumbency. However, creating a Certificate of Incumbency is recommended to ensure that your company follows industry standards. Many financial institutions, business partners, legal entities, and regulatory bodies require them.

Canadian companies can also use LawDepot’s corporate services for their Articles of Incorporation, Directors’ Resolutions, Minutes of Shareholders’ Meetings, and Corporate Bylaws.

Notarization adds another layer of security and verification to documents. Although notarizing your incumbency certificate in Canada is not mandatory, it strengthens and validates your signature, showing authenticity.

Canadians can use NotaryPro to notarize documents online from their work or home.

Certificates of Incumbency usually do not have a set validity period, expiring on a specific date. However, they do become out-of-date as company officers change. Therefore, corporations might have to create new certificates periodically.

Corporations create new Certificates of Incumbency for a few different reasons. This can include:

• There are organizational changes, like new directors appointed to the board
• A company representative is making a significant deal or transaction, requiring proof of identity
• When business partners and entities need a legal confirmation of the names of key personnel in the company and their roles