Certificate of Incumbency - Priori

Certificate of Incumbency

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A certificate of incumbency serves to assure a counterparty to an agreement that the person (or people) representing the applicable corporation, limited liability company, partnership or other business entity has (or have) the authority to enter into the particular agreement. Certificates of incumbency are used in a range of situations – everything from two parties who have never done business together before to large mergers, acquisitions and financings for which it is standard practice to include such a certificate. A counterparty may or may not request a formal "certificate."   Some parties may be content with a letter.  Nonetheless, formality generally helps in providing the necessary assurance.  Read this free template of a Certificate of Incumbency to learn more about how certificates of incumency work and understand some of the concerns that typically arise. You can also read more about Certificates of Incumbency in Priori's Resources section. 

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CERTIFICATE OF INCUMBENCY 

The undersigned, being the

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__________ of
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_______________________, a
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_______ __________ ("the Company"), and as such responsible for maintaining the books and records of the Company, hereby certifies that the following persons hold the following
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offices in the Company, that they have full authority to
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________________________ on behalf of the Company, and that the signatures following their names are their valid signatures.

 

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 Name                       Position                            
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Signature

 

___________     ______________        _____________________

 

___________     ______________        _____________________

 

___________     ______________        _____________________

 

___________     ______________        _____________________

 

The undersigned further certifies that he/she has full authority to execute this Certificate of Incumbency on behalf of ______________________ [and to affix hereto the seal of ____________ in recognition thereof].

 

 

_________________________

 

____________________

Signature

 

____________________

Dated

 

                                                                                                              

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( S E A L )

 

Optional: 

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ACKNOWLEDGEMENT

 

 

 

STATE OF ___________             )

                                                )   ss.

COUNTY OF _________            )

 

 

            On the_______day of________ in the year__________ before me personally came _____________________, to me known, who, being by me duly sworn, did depose and say that he/she/they reside(s) in_____________(if the place of residence is in a city, include the street and street number, if any, thereof); that he/she/they is (are) the secretary of ___________________, the entity described in and which executed the above instrument; that he/she/they know(s) the seal of said entity; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the board of directors of said corporation, and that he/she/they signed his/her/their name(s) thereto by like authority.

 

 

 

______________________________

(Signature and office of person taking

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acknowledgement.)

 

 

                                                                                                              

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( S E A L )

 

 

 

Disclaimer This form is a sample that has been prepared for general informational purposes only. Nothing contained in the form is legal advice, nor does it create an attorney-client relationship with either the drafting attorney or Priori Legal. You are encouraged to seek your own legal counsel to review the form, customize it for your business and obtain advice on its general applicability prior to use.
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