| name | certificate-of-incumbency |
| title | Certificate of Incumbency |
| description | Drafts a Certificate of Incumbency certifying current officers, directors, and signing authority for a U.S. corporation. Covers exact legal name matching, incumbency tables with specimen signatures, board resolution certification, authority limitations, reliance language, and execution formalities. Use when banks, lenders, investors, or counterparties require verification of corporate authority for closings, financings, or transactions. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/certificate-of-incumbency |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
Certificate of Incumbency
Certifies current officers, directors, and their authority to bind a U.S. corporation for third-party reliance in corporate transactions.
Prerequisites
Gather before drafting:
- Formation documents — articles/certificate confirming exact legal entity name with designator (Inc., Corp., Ltd., LLC)
- Bylaws or operating agreement — current, with amendments noted (becomes Exhibit A)
- Board resolutions or written consents — adoption dates; confirm notice, quorum, and voting thresholds
- Officer/director roster — full legal names, exact titles, election/appointment dates
- Third-party requirements — bank checklists, prescribed forms, specific certifications (FinCEN, TIN, sanctions)
- Transaction description — purpose, named recipient, single vs. multi-closing
Output Structure
Header
CERTIFICATE OF INCUMBENCY followed by exact legal entity name matching articles of incorporation verbatim.
Certifying Officer Introduction
Secretary or Assistant Secretary certifies by full name and title:
- Holds office by valid election or appointment
- Is authorized to execute this certificate
- Corporation is validly existing and in good standing under [State] law as of certificate date
Certification Paragraphs
| # | Topic | Content |
|---|
| 1 | Governing Documents | Bylaws/OA attached as Exhibit A — true, correct, complete, currently in effect; identify amendments |
| 2 | Resolutions | Each by adoption date; authority granted; in full force and effect, unamended and unrescinded |
| 3 | Incumbency | Tabular officer/director list (see table below) |
| 4 | Authority Scope | Signing limits, dollar thresholds, dual-signature or committee-approval requirements |
| 5 | Purpose & Reliance | Named third party, transaction description, explicit reliance authorization |
| 6 | Temporal Scope | Speaks as of execution date; notification obligations or re-certification for multi-closing |
Incumbency Table
