certificate-of-incumbency

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:

1. Formation documents — articles/certificate confirming exact legal entity name with designator (Inc., Corp., Ltd., LLC)
2. Bylaws or operating agreement — current, with amendments noted (becomes Exhibit A)
3. Board resolutions or written consents — adoption dates; confirm notice, quorum, and voting thresholds
4. Officer/director roster — full legal names, exact titles, election/appointment dates
5. Third-party requirements — bank checklists, prescribed forms, specific certifications (FinCEN, TIN, sanctions)
6. 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