International clients often make enquiries regarding certificates of incumbency for UK companies. We also hear from UK clients opening bank accounts abroad that have been requested to provide a certificate of incumbency. So what is this document and how do you get one?
A certificate of incumbency is a document that is common in many countries. There is no prescribed or set format for this document and in the UK there is no official government-issued document by this name.
What information is displayed on the Certificate of Incumbency?
The most common version of the certificate of incumbency simply sets out how the company was formed or details the current corporate structure. This normally includes a certification regarding the country of registration, official address, and details of the company officers and shareholders.
One of the most common uses of the incumbency certificate is to confirm the signatories of the business. Banks frequently request these from international companies that need an overseas bank account.
Additional statements may also be included on the certificate. Examples of this include
- Details of where the company registers are held
- Information regarding any mortgages or charges
- Details of the bank account signatories
- Names of company officers that can enter into agreement on behalf of the company
- Confirmation that the company is in good standing and not in liquidation
- Confirmation that no action has been taken to close the company and no proceedings are pending or threatened against the company
As there is no legal format to the document you may include any statement to suit your needs. Once completed the certificate of incumbency can then be signed by an authorised signatory of the company or by the registered agent that formed the company for you.
Is there an alternative to a Certificate of Incumbency?
The certificate of good standing is an alternative document that can be issued in the UK . This is an official document confirming the details held by the registrar. As the document is issued by Companies House is used internationally particularly when opening bank accounts abroad. However, the document does not confirm who is authorised to sign documents for the company.