Understanding the Role of a Certificate of Incumbency
Many clients that form Delaware companies inquire about how they can show who owns their company since the Delaware Division of Corporations does not require the ownership information to be filed for public record. For Delaware LLCs, the Member details and ownership percentages are not required to be listed on the Certificate of Formation filed with the state. Delaware business owners can list this information within an internal LLC Operating Agreement which is not required to be filed in Delaware. For Delaware Corporations, the Delaware Division of Corporations does not require the shareholder information to be filed with the state as the shares can be issued internally as the Corporation sees fit. The initial Director and Officer information is also not required to be listed on the Certificate of Incorporation filed in Delaware.
And sometimes, a client might ask for a Certificate that lists the Members of the LLC or the Directors of a Corporation. Perhaps, a bank may request this information when opening a bank account for the company or maybe an entity you’re signing a contract with asks you for a document that shows this information before the agreement is completed. In some scenarios, showing a copy of the LLC Operating Agreement or Bylaws/Stock Transfer Ledger does not satisfy these specific requests.
What is a Certificate of Incumbency?
If any of our clients still need something to prove their management details, Harvard Business Services, Inc. will recommend a Certificate of Incumbency. This document can list who the owners of the company are and the individuals who have the permission or power to make the overall decisions for the company. Harvard Business Services, Inc. (HBS) can help prepare the certificate for the company as long as HBS is the business’s current Delaware Registered Agent.
Below is a list of information that is often included on a Certificate of Incumbency:
-The Name of the Delaware Company
-Delaware State File Number
-The information pertaining to the Delaware Registered Agent
-Notary Authorizations
The above details are typically the information that’s included within the certificate that HBS helps to prepare. Clients can also decide to include additional information on the document, such as the following:
-Names of Shareholders and Directors of a Corporation or the names of Members and Managers of an LLC
-The company’s principal address
-Names of individuals who can sign on behalf of the company
*A Certificate of Incumbency with Apostille can also be requested by clients which can be shipped to an address provided.
Clients also sometimes will ask if this document can specify if their Delaware company is in Good Standing which, unfortunately, cannot be listed within this certificate. If clients need a document pertaining to the status of their Delaware company, they often will order a Delaware Certificate of Good Standing also known as a Certificate of Existence.
It’s also important to note that if HBS is not the current Delaware Registered Agent for the company that would like HBS to assist with preparing the Certificate of Incumbency, HBS would need to become the Delaware Registered Agent. Clients can certainly change to Delaware Registered Agent Services from HBS if they’d like to, here. The Delaware company would also need to be compliant with the Delaware Division of Corporations for HBS to proceed with this specific service.
This service involves two documents which include a resolution and delegation form. Any details a client would like listed within the Certificate of Incumbency can be listed within the resolution form provided. As it pertains to the delegation form, if the individual requesting the Certificate of Incumbency service is not a director of the Corporation or Member of the LLC, the form would be required. Please note that the individual requesting this service would need to be the communications contact person for the company within HBS records.
How to Get a Certificate of Incumbency
To move forward with the Certificate of Incumbency service, our team will require a copy of signed bylaws for a Corporation or the signed operating agreement for the LLC listing that the person signing the two forms mentioned in the previous paragraph (resolution/delegation) is indeed authorized to complete the task.
If interested in the Certificate of Incumbency service for your company, the Filings Department can certainly assist as they can be reached at filings@delawareinc.com or 1-800-345-2677 or 1-302-645-7400 ext. 6910.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
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There are 5 comments left for Understanding the Role of a Certificate of Incumbency
Notary Services said: Tuesday, February 2, 2021This is really Helpful Content That you share with your audience and Thank you So Much With This Useful Information.
HBS Staff replied: Tuesday, February 2, 2021Thank you for reading our article and we are so glad you found this information helpful.
Biocoral Inc said: Wednesday, December 23, 2020Our company is delaware company and we would like to have the certificate of incumbency. we have representative office in NY and in France. we do not have possibility to contact 1800 number. Can you pelase send the local and extension number with contact name to the President of the company Mr. Nassiri by email n.nassiri@biocoral.com
HBS Staff replied: Monday, December 28, 2020Our team would be happy to assist you. You can reach us at 1-302-645-7400 Extension 6910 to speak to a member of our Filings Team.
Kostiantyn Bihus said: Monday, July 6, 2020I require a certificate of incumbency for Addictive Learning Corporation Delaware C-Corp Thanks!
HBS Staff replied: Monday, July 6, 2020We can assist with producing a certificate of incumbency for you, but we need some additional information and documentation first. Please contact our Filings team at 1-800-345-2677 or filings@delawareinc.com so we can go over the details with you.
Ron Tan said: Tuesday, January 21, 2020Pls advise holder of certificate of incumbency of a company can collect $$ rental due as individual as the flat below to his company . Regards Ron Tan
HBS Staff replied: Tuesday, January 21, 2020This is a question better suited for a lawyer or accountant. Sorry we cannot be of more assistance!
Ernie Wichert said: Wednesday, May 1, 2019Can you produce a Certificate of Incumbency for us?
HBS Staff replied: Wednesday, May 1, 2019Ernie, we can assist with producing a certificate of incumbency for you, but we would need some additional information and documentation first, depending on whether you have an LLC or corporation. Please contact our Filings team at 1-800-345-2677 or filings@delawareinc.com so we can go over the specifics with you.