What is a Certificate of Incumbency?

Offshore companies are incorporated and registered in jurisdictions with enhanced anonymity in the public corporate registry. As such, counterparts like financial institutions can request additional documentation to prove the existence of an offshore company and the designated controlling persons. A certificate of incumbency does not show the good legal standing and active status of the company, but it does show the internal organizational structure.

A certificate of incumbency for an offshore company is an official document provided by the registrar. The document contains the name of the company, the full registered address, the names of the directors and shareholders and the name of the beneficial owner. The certificate of incumbency must be notarized and can be apostilled for further assurance. The document has little legal standing when the beneficial owner, director or shareholder of the company issues the document.

The certificate of incumbency does not mention the active status or good standing of the company. Therefore, the certificate of incumbency is often bundled with a certificate of good standing (notarized and apostilled) to demonstrate the authenticity of the company. Since the company can be changed at any moment in time, most third parties who want to see the certificates only except certificates with a maximum age of three months.