What is a Certificate of Incumbency?
You may ask, What exactly is a certificate of incumbency, and why might your business need one? In this article, we’ll explain what a certificate of incumbency is, what it contains, when and why you might need one, and how we can assist you with the notarisation and apostille of this important document.
What a Certificate of Incumbency Is
A certificate of incumbency is a document outlining key details about a company. It may include the name, address, company number, director and shareholder details, share capital, and current status of the company.
In the UK, unlike in some other countries, there is no official document called a certificate of incumbency.
So, what to do if you’ve been asked to provide a certificate of incumbency?
How to Obtain a Certificate of Incumbency in the UK
You have two options:
(1) Check with the requesting party as to whether they will accept a certificate of good standing from Companies House; or
(2) Ask a notary to prepare a certificate of incumbency.
What is a Certificate of Good Standing?
A certificate of good standing is a certificate ordered from Companies House which includes a summary statement that the company is in good standing. If the company isn’t in good standing, the statement will not be included.
In addition to this statement, you can select what other information you want shown, including:
- The current and previous registered office addresses
- Details of all current directors
- Details of all current secretaries
- A summary of the company objects.
All certificates will include the company name and number on them.
You can find out more on our page about certificates of good standing.
As the certificate of good standing includes up-to-date information about the company, it ticks many of the boxes of a certificate of incumbency. You will however need to check with the requesting party as to whether they will accept the certificate of good standing as a certificate of incumbency.
One drawback is that the certificate of good standing does not include details about the shareholding of the company. Therefore if this is required, you may also need to get a confirmation statement which shows the shareholding notarised and apostilled to use in conjunction with the certificate of good standing.
How to Get a Notary to Prepare a Certificate of Incumbency
Email the notary with your request. You can call us, email, use our contact form, or send us a message on Whatsapp.
If the notary needs to confirm the current standing of the company, they will request a certificate of good standing from Companies House.
Once they have the certificate of good standing, they will review the documentation filed at Companies House and issue a notarial certificate confirming specific information about the company that they can verify.
The certificate of incumbency will be the notarial certificate that is drafted.
What Information is Included in a Certificate of Incumbency?
The certificate of incumbency document will typically include:
- Company name
- Company registration number (issued by Companies House)
- Registered office address
- Place of registration
- Date of incorporation
- Directors’ details: Including names, service addresses, partial dates of birth, nationalities, occupations, and appointment dates.
- Secretaries’ details: Including names, correspondence addresses, and appointment dates.
- Shareholders’ details: When required, this may include the names of shareholders and their shareholdings
- Confirmation of company’s good standing: Verifying that the company is not in liquidation or dormant
- Details of any mortgages or charges against the company
- The object of the company.
- The nature of the business (Standard Industrial Classification or SIC code).
3 Reasons You Might Need a Certificate of Incumbency
There are several situations where a company might need to obtain a certificate of incumbency. All of these will only apply where you are doing so outside of the UK. Here are some of the most common reasons:
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Opening an Office or Bank Account Abroad
If a company is opening an office overseas or setting up a corporate bank account in a foreign country, it may need a certificate of incumbency to meet local regulations. The document provides assurance that the right people are managing the company’s affairs and have the authority to make decisions.
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Supporting a Loan Application
If your business is looking to apply for a loan, financial institutions may require a certificate of incumbency as part of their due diligence process. The document will help them verify who is legally authorised to take out loans on behalf of the company and ensure that the company meets regulatory requirements.
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Legal and Regulatory Requirements
In certain cases, a company may need to verify its corporate structure or prove its legitimacy to regulatory bodies. A certificate of incumbency can help meet these legal and regulatory obligations, whether you’re applying for permits or undergoing a government audit.
Certification, Apostille, and Notarisation of a Certificate of Incumbency
It is key that you follow the correct procedures for certification, apostille and notarisation of your certificate of incumbency.
The first step is to clarify what the receiving party will accept in lieu of there not being an official document called a certificate of incumbency in the UK.
If they are happy to accept a certificate of good standing, you will only need an apostille.
If they would prefer a notary to issue a certificate of incumbency, you will need both notarisation and an apostille.
How We Can Help You
If you need to obtain or authenticate a certificate of incumbency, Notary.co.uk can assist with:
Notarisation: This is certification by a notary public. We will issue a notarial certificate confirming key details, and the notary will affix their signature and seal.
Apostille: An apostille is authentication by the Legalisation office of the Foreign, Commonwealth and Development Office (FCDO). If apostilling a certificate of incumbency prepared by us, they will authenticate the signature and seal of the notary. If apostilling a certificate of good standing directly, they will confirm the signature of the official at Companies House.
Consular Legalisation: Certain countries will also require the certificate of incumbency to be stamped by their embassy in London. This will apply to countries which haven’t signed up to the Hague Apostille Convention. We can advise if needed, and handle the entire process for you.
Why Trust Us?
We know what we’re talking about, and have helped many businesses with this request.
- Guidance: Our team will guide you through the process. We will offer advice, provide cost-effective solutions, and ensure your requirements are met.
- Speed: Whatever the request, our team is focused on delivering for you. We will complete your request as soon as possible, without unnecessary delays.
- Flexibility: Email, call or message us on WhatsApp. We will give you options that suit your budget, and time-frames. Need something changed at the last minute? Don’t worry, we’ve got you covered.
Conclusion
A certificate of incumbency is an important document that confirms key details about a company. When a company carries out business abroad, lawyers and authorities in that country may need confirmation of these details, such as whether the company is currently active and who the directors are.
Although in the UK there is no official document called a certificate of incumbency, a workaround would be either providing an apostilled certificate of good standing or notarised and apostilled certificate prepared by a notary public.
If you need help with a certificate of incumbency, please contact us today to learn how we can assist you.