A Delaware certificate of incumbency is a company-issued document that identifies the officers, directors, managers, or members who are authorized to act on behalf of a Delaware corporation or limited liability company. It is prepared by the company itself, not by the Delaware Division of Corporations, and it typically includes each authorized person’s name, title, and specimen signature so that banks, lenders, and other third parties can verify who actually has the power to sign on the company’s behalf. It is distinct from a Certificate of Good Standing, which the Division issues to confirm an entity’s compliance status.
What the Certificate Contains
Preparation starts with the company’s own governance records. You need the entity’s full legal name exactly as it appears on file with the Division of Corporations and its seven-digit Delaware file number. The preparer then pulls the current roster of authorized individuals from the corporate minute book, bylaws, operating agreement, or the most recent board or member resolutions reflecting appointments and removals.
Each person listed should appear with a printed name, title, and specimen signature. Those signature samples give banks and counterparties an authenticated reference to compare against future contracts, which is what turns the certificate from a simple roster into a working verification tool.
Corporations and LLCs Are Listed Differently
The certificate looks different depending on entity type, because corporations and LLCs allocate authority differently.
In a corporation, authority runs from the board of directors to the officers it appoints. The certificate lists those officers, together with any directors who hold signing authority for the transaction at hand. Delaware law gives corporations wide latitude over titles and duties: officers hold whatever titles and duties the bylaws or a board resolution assign, and one person can hold more than one office.1Justia. Delaware Code 8 – Officers; Titles, Duties, Selection, Term; Failure to Elect; Vacancies
An LLC’s listing depends on whether it is member-managed or manager-managed. Under the Delaware Limited Liability Company Act, management defaults to the members in proportion to their profit interests unless the operating agreement appoints one or more managers.2Justia. Delaware Code 6-18-402 – Management of Limited Liability Company A member-managed LLC lists its members as the authorized signers. A manager-managed LLC lists its managers along with any officers the operating agreement creates. If the people listed don’t match the governance structure in the operating agreement, a bank or lender will reject the certificate.
Who Signs It, and Does It Need Notarization?
In a corporation, the secretary usually prepares and signs the certificate, certifying that the information is accurate as of a specific date. In an LLC, a manager or authorized officer plays that role. If the entity has a corporate seal, impressing it adds formality, but the seal alone neither validates nor invalidates the document.
Notarization is not legally required in Delaware, but many third parties ask for it anyway. Banks in particular prefer a notarized certificate because the notary independently verifies the signer’s identity. Notary fees generally run $10 to $25 per signature.
Electronic Signatures
Delaware broadly accepts electronic signatures for corporate actions. Under the General Corporation Law, any act or transaction governed by the statute, the certificate of incorporation, or the bylaws can be documented electronically, and an electronic signature carries the same weight as a handwritten one.3Justia. Delaware Code 8-116 – Document Form, Signature and Delivery The secretary can execute the certificate electronically if the recipient accepts that format. Some banks and foreign counterparties still want wet-ink signatures, so confirm before going fully digital.
Remote Online Notarization
Delaware permits remote online notarization, so a signer and notary can complete the acknowledgment over an audio-video connection rather than meeting in person. That option helps when officers are in different locations and the certificate is needed quickly.
When You Will Be Asked for One
The most common trigger is opening a corporate bank account. The bank needs to know which individuals can sign checks, initiate wire transfers, and manage the account, and the certificate gives it a documented list.
Lenders ask for an incumbency certificate during commercial loan closings. The lender’s counsel reviews it to confirm that the person signing the loan documents on behalf of the borrower actually holds the title and authority to bind the entity.4U.S. Securities and Exchange Commission. Amended and Restated Revolving Credit Agreement Between Artesian Water Company, Inc. and CoBank, ACB The same verification happens on both sides of a merger or acquisition during due diligence.
You may also encounter requests when entering into significant vendor contracts, applying for business licenses in other jurisdictions, or authorizing a registered agent to act on the company’s behalf. Any situation where a third party needs documented proof that a specific person speaks for the company can prompt the request.
Using the Certificate Outside the United States
When the certificate will be used abroad, foreign recipients usually require proof that the notary’s commission is valid. Delaware offers two options through the Division of Corporations, and the right one depends on the destination country.
- Apostille. For countries that belong to the Hague Convention. The apostille confirms the notary’s authority in a format every member nation recognizes.5Delaware Division of Corporations. Certifications, Apostilles and Authentication of Documents
- Authentication. For countries that are not Hague Convention members. It serves the same purpose through a different certification chain.
The request must identify the destination country so the Division can apply the correct certification. For commercial documents, the fee is $30 per document, with an additional charge for expedited processing.6Delaware Division of Corporations. Submitting Non-Commercial Documents for Apostille or Authentication If you anticipate needing an apostille or authentication, you’ll need a physical document with a wet-ink signature and notary acknowledgment, because the Division applies these certifications to paper originals.
Keeping It Current and Stored Properly
An incumbency certificate is a snapshot. It reflects the company’s leadership as of the date it was signed, and Delaware law sets no expiration period. In practice, it goes stale the moment an officer resigns, a new manager is appointed, or the board reshuffles titles. Some banks and lenders have their own internal policies and will ask for a fresh certificate if the existing one is more than a few months old.
Prepare an updated certificate whenever the company’s authorized signers change, and keep prior versions in the corporate minute book alongside the governance records that supported them. That paper trail matters during audits and disputes, because it lets the company show exactly who had authority to act at any given point. If you deal with recurring transactions at the same bank, ask how often it expects an updated certificate so you aren’t scrambling to produce one mid-deal.
The executed original belongs in the corporate minute book or its digital equivalent, filed with the bylaws or operating agreement, board resolutions, and meeting minutes. When a third party asks for a copy, produce a certified duplicate rather than handing over the original. For companies that keep electronic records, DGCL ยง 116 treats electronic transmissions as equivalent to written documents, so a properly executed digital version in a secure system meets Delaware’s recordkeeping expectations.3Justia. Delaware Code 8-116 – Document Form, Signature and Delivery