How To Draft a Certified Resolution and Incumbency Certificate?

Updated October 20, 2023
12 min read
How To Draft a Certified Resolution and Incumbency Certificate?

Introduction

In the realm of commercial transactions and corporate finance, the term 'certified resolution and incumbency certificate' often comes into play. Whether an entity seeks to lease assets or secure financing, these legal documents become crucial. Detailed in every twist and turn of this article, we clarify the certified resolution and incumbency certificate's importance and provide guidance on drafting one.

The Imperative of a Certified Resolution and Incumbency Certificate for Lease or Finance

A certified resolution and incumbency certificate, deeply embedded in corporate governance, plays a pivotal role in validating the power vested in the company's deemed representatives to execute official activities. This importance is even more pronounced when the company engages in financial pursuits like leasing or procuring funds.

As such, the certified resolution and incumbency certificate acts as a seal of approval from the corporation itself, confirming the capacities of its functionaries. It demarcates and validates the precise scope of their authority, ensuring external entities like banks, lessors, or investors that they're dealing with legally authorized representatives.

In particular, when a corporation seeks to lease equipment or assets or procure financing for its operations, a certified resolution and incumbency certificate evolves from being an optional document to a compulsory one. This is primarily due to the assurance it provides to the lending parties, affirming the legal standing of the signatories they are interacting with.

For instance, consider the creation of an executed certified resolution and incumbency certificate to lease or finance. Here, the certified resolution acknowledges that the business agreement to lease or accept financial support has been formally put forth and accepted by the organization's appropriate authorizing body. Simultaneously, the incumbency certificate confirms the legal incumbents, thereby establishing a firm ground of legitimacy when companies dive into avenues of financial capital acquisition or operational monetization via asset leasing.

Situations where a certified resolution and incumbency certificate may be needed

The need for a certified resolution and incumbency certificate may occur in a variety of situations. These are the most common ones: 

  • Leasing or financing: When a corporate entity decides to lease a property or procure financing, the lessors or financiers usually request a certified resolution and incumbency certificate. This document reassures them that the individuals representing the corporate entity in the transaction are legally authorized to do so.

  • Opening a bank account: If a corporation wants to open a bank account, the bank would typically require a certified resolution and incumbency certificate. This certificate serves as evidence that the personnel authorized to operate the account are legally entitled to do so on behalf of the corporation.

  • Corporate liquidation or mergers: During significant corporate actions such as liquidations or mergers, a certified resolution and incumbency certificate may become necessary. It helps verify the identities and positions of the individuals leading these actions for the entity involved.

  • International business transactions: If a corporation engages in international business, foreign entities may request a certified resolution and incumbency certificate. This certificate helps overseas bodies recognize and verify the authority of the corporation's representatives.

  • Signing agreements: Whether a corporation is entering into supplier contracts or customer agreements, the other party may need to see a certified resolution and incumbency certificate. This ensures everyone involved that the corporation's representatives have the power to enter into binding agreements.

How To Craft a Perfect Certified Resolution and Incumbency Certificate

Designing a proficient certified resolution and incumbency certificate is a step-by-step process that requires attention to detail and thoroughness, but it needn't be overwhelming when approached in a structured, methodical manner.

  1. Identify the authorizing body: One pillar of a certified resolution and incumbency certificate, which establishes its foundation, is identifying the authorizing body within the corporation. Ordinarily, this body is the board of directors or a similar high-level governing entity. An important aspect while preparing a certified resolution and incumbency certificate is the explicit mention of this body, specifying that the resolution originated from an authorized gathering of this body, such as a board meeting. This clarity provides legitimacy to the document.

  2. Detailing the document: The detailing in a certified resolution and incumbency certificate is pivotal to its purpose and effectiveness. This encompassing document should catalog the names, specific roles, and signatures of the officers and other incumbents in the corporation. The primary objective here is to furnish irrefutable proof of their authority to engage in business operations on behalf of the corporation. For instance, when crafting an example of an executed certified resolution and incumbency certificate to lease or finance, it's imperative to clearly outline and emphasize the detailed validation of the office bearers' authority.

  3. Adding the incumbency clause: The incumbency part of the certificate, often referred to as the incumbency clause, typically comprises a listing of names coupled with equivalent corporate positions. This clause serves as a personnel record that needs to be updated regularly to confirm the details, verify signatures, and note any changes in incumbency. In this context, when working on a certified resolution and incumbency certificate, an incumbency certificate template can significantly streamline the process by offering valuable guidance and structure.

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Conclusion

In leasing and financing transactions, the significance of a certified resolution and incumbency certificate is undisputed. It assures the involved parties of the authenticity of the corporate officers entering agreements. The process of drafting this document can become more straightforward with professionally-drafted templates offered by Lawrina, a reliable legal tech ecosystem. Besides, you can consult an experienced business lawyer who will help you to clarify all the legalities and help prevent potential problems. 

Article by
Alina Kalyna
Lawrina

Alina Kalyna is the Content Specialist at Lawrina. With her experience in content creation, Alina is adept at producing comprehensive and engaging content across various platforms. Her role at Lawrina involves generating high-quality content for the blog, guides, and other materials.

Frequently Asked Questions

What is a certified resolution and incumbency certificate with respect to lease or financing?

When dealing with lease or finance-related matters, a certified resolution and incumbency certificate act as an official declaration of authority. Specifically, this vital document ascertains that the individuals associated with the decision-making process or negotiation of contracts and agreements have the approved authorization from the corporation. 
 

Additionally, it lends transparency to the legal proceedings by accurately divulging the identities and capabilities of the authorized individuals in charge of the agreements or contracts on behalf of the corporate entity.

Who can draft a certified resolution and incumbency certificate?

Indeed, a certified resolution and incumbency certificate is a legally bound document of significant importance and hence requires professional expertise in drafting. This task is typically bestowed upon an individual holding a significant position in the corporation, like a corporate secretary or a qualified legal expert. 

How often should a certified resolution and incumbency certificate be updated?

Keeping the certified resolution and incumbency certificate up-to-date is essential in reflecting the current authorized personnel of a corporation. Thus, the frequency of updating a certified resolution and incumbency certificate directly aligns with the rate of changes in the corporation's leadership or administrative roles. 

 

In essence, any change in the incumbency, board memberships, or noteworthy positions within the corporation should immediately trigger an update in the certified resolution and incumbency certificate. This ensures the company houses an accurate, reliable, and legally compliant document at all times.