[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-certificate-of-incumbency-D12733":3},{"document":4,"label":27,"preview":11,"thumb":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":39,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":517},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":26},"CERTIFICATE OF INCUMBENCY This Certificate of Incumbency (the \"Certificate\") is effective [DATE], BETWEEN: [BUSINESS NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its registered head office located at: [YOUR COMPLETE ADDRESS] AND: [APPOINTED DIRECTOR/OFFICER] (the \"Agent\"), existing under the laws of the [State/Province] of [STATE/PROVINCE], with its [HEAD OFFICE OR HOME] located at: [FULL ADDRESS] The following Certificate signed by the Agent of [COMPANY], under the laws of [YOUR COUNTRY LAW FOR CORPORATIONS] hereby certifies that: ",null,"Certificate Of Incumbency","1",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/certificate-of-incumbency-D12733.png","https://templates.business-in-a-box.com/imgs/250px/12733.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12733.xml",{"title":15,"description":6},"certificate of incumbency",[17,20,23],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/",{"label":21,"url":22},"Board of Directors","/templates/board-of-directors/",{"label":24,"url":25},"Legal Agreements","/templates/business-legal-agreements/","certificate incumbency","Certificate Of Incumbency Template","https://templates.business-in-a-box.com/imgs/400px/12733.png",[30,17,20,23],{"label":31,"url":32},"Templates","/templates/",[34,35,36],{"label":31,"url":32},{"label":24,"url":25},{"label":37,"url":38},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[40,44,48,52,56,60,64,68,72,76,80,84,88,104,119,137,149,162],{"label":41,"url":42,"thumb":43,"extension":10},"Certificate Of Incumbency Letter","/template/certificate-of-incumbency-letter-D13511","https://templates.business-in-a-box.com/imgs/250px/13511.png",{"label":45,"url":46,"thumb":47,"extension":10},"Authorship Certificate","/template/authorship-certificate-D757","https://templates.business-in-a-box.com/imgs/250px/757.png",{"label":49,"url":50,"thumb":51,"extension":10},"Certificate of Incorporation","/template/certificate-of-incorporation-D1005","https://templates.business-in-a-box.com/imgs/250px/1005.png",{"label":53,"url":54,"thumb":55,"extension":10},"Certificate of Amendment","/template/certificate-of-amendment-D5147","https://templates.business-in-a-box.com/imgs/250px/5147.png",{"label":57,"url":58,"thumb":59,"extension":10},"Certificate Of Recognition","/template/certificate-of-recognition-D13512","https://templates.business-in-a-box.com/imgs/250px/13512.png",{"label":61,"url":62,"thumb":63,"extension":10},"Certificate Of Ownership","/template/certificate-of-ownership-D12697","https://templates.business-in-a-box.com/imgs/250px/12697.png",{"label":65,"url":66,"thumb":67,"extension":10},"Certificate of Corporate Resolution","/template/certificate-of-corporate-resolution-D3","https://templates.business-in-a-box.com/imgs/250px/3.png",{"label":69,"url":70,"thumb":71,"extension":10},"Certificate of Corporate Vote","/template/certificate-of-corporate-vote-D4","https://templates.business-in-a-box.com/imgs/250px/4.png",{"label":73,"url":74,"thumb":75,"extension":10},"Employee Authorship Certificate","/template/employee-authorship-certificate-D536","https://templates.business-in-a-box.com/imgs/250px/536.png",{"label":77,"url":78,"thumb":79,"extension":10},"Assignment and Transfer of Stock Certificate","/template/assignment-and-transfer-of-stock-certificate-D323","https://templates.business-in-a-box.com/imgs/250px/323.png",{"label":81,"url":82,"thumb":83,"extension":10},"Certificate of Abandonment Business Name","/template/certificate-of-abandonment-business-name-D2","https://templates.business-in-a-box.com/imgs/250px/2.png",{"label":85,"url":86,"thumb":87,"extension":10},"Certificate of Minutes of Meeting of Directors","/template/certificate-of-minutes-of-meeting-of-directors-D5","https://templates.business-in-a-box.com/imgs/250px/5.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":9,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":103},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":96,"description":6},"non disclosure agreement nda",[98,100],{"label":24,"url":99},"business-legal-agreements",{"label":101,"url":102},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":117,"url":118},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[114],{"label":115,"url":116},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":9,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":136},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":127,"description":6},"employment agreement_at will employee",[129,132,135],{"label":130,"url":131},"Human Resources","human-resources",{"label":133,"url":134},"Hire an Employee","hire-employee",{"label":24,"url":99},"/template/employment-agreement_at-will-employee-D541",{"description":138,"descriptionCustom":6,"label":139,"pages":107,"size":9,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":148},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":144,"description":6},"service agreement",[146,147],{"label":24,"url":99},{"label":24,"url":99},"/template/service-agreement-D12711",{"description":150,"descriptionCustom":6,"label":151,"pages":122,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":157,"keywords":160,"url":161},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[158,159],{"label":24,"url":99},{"label":24,"url":99},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":163,"descriptionCustom":6,"label":164,"pages":8,"size":165,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":170,"keywords":173,"url":174},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[171,172],{"label":24,"url":99},{"label":24,"url":99},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",false,{"seo":177,"reviewer":189,"legal_disclaimer":193,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":251,"clauses":285,"how_to_fill":331,"common_mistakes":372,"faqs":397,"industries":425,"comparisons":442,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":505,"classification":506},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Certificate of Incumbency Template | BIB","Free Certificate of Incumbency template confirming officers, directors, and authorized signatories of a company.","certificate of incumbency template",[15,182,183,184,185,186,187,188],"incumbency certificate template","incumbency certificate word","certificate of incumbency free download","corporate incumbency certificate","incumbency certificate for bank","certificate of incumbency pdf","company officer certificate template",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":195,"legal_review_recommended":193,"signature_required":193,"notarization_required":175},"medium",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Certificate of Incumbency is a formal corporate document that identifies the current officers, directors, and authorized signatories of a company and confirms their authority to act on its behalf. This template is a free Word download you can edit online and export as PDF — ready for banks, counterparties, and government agencies that require verified proof of who holds signing authority within your organization.\n","Use it when opening a corporate bank account, entering a significant commercial contract, completing a cross-border transaction, or responding to a counterparty's due-diligence request for proof of authorized signatories. It is also commonly required when registering a foreign entity or establishing a new banking relationship in a different jurisdiction.\n","Company identification details, a list of officers and directors with their titles and signatures, a certification of their authority to bind the company, the corporate secretary's attestation and signature, and space for a notarial acknowledgment where required by the receiving institution or jurisdiction.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Corporate secretaries","Certifying officer lists for bank account openings and counterparty due diligence","persona-corporate-secretary",{"title":206,"use_case":207,"icon_asset_id":208},"Startup founders","Establishing the first corporate bank account and demonstrating authorized signatories","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"CFOs and finance directors","Supporting treasury transactions, loan closings, and credit facility agreements","persona-cfo",{"title":214,"use_case":215,"icon_asset_id":216},"Legal counsel and paralegals","Preparing closing documents for M&A transactions and cross-border deals","persona-legal-counsel",{"title":218,"use_case":219,"icon_asset_id":220},"Operations directors","Responding to vendor and partner requests for proof of signing authority","persona-operations-director",{"title":222,"use_case":223,"icon_asset_id":224},"International business development managers","Registering a foreign subsidiary or opening accounts in a new jurisdiction","persona-international-employer",[226,230,233,236,240,244,247],{"situation":227,"recommended_template":228,"slug":229},"Opening a corporate bank account domestically","Certificate of Incumbency (Standard)","certificate-of-incumbency-D12733",{"situation":231,"recommended_template":232,"slug":229},"Certifying signatories for a cross-border transaction or foreign bank","Certificate of Incumbency with Notarization Block",{"situation":234,"recommended_template":235,"slug":229},"Confirming authority for an LLC managed by members rather than officers","LLC Certificate of Incumbency",{"situation":237,"recommended_template":238,"slug":239},"Certifying authority specifically for a loan or credit facility closing","Officer's Certificate (Loan Transaction)","loan-policy-D13274",{"situation":241,"recommended_template":242,"slug":243},"Attesting to board resolutions alongside officer identity","Secretary's Certificate of Board Resolutions","board-resolution-D78",{"situation":245,"recommended_template":246,"slug":229},"Confirming ownership and officers for AML/KYC compliance purposes","Certificate of Good Standing with Incumbency",{"situation":248,"recommended_template":249,"slug":250},"Certifying authorized signatories for a government agency or regulator","Authorized Signatory Certificate","pre-authorized-payment-D288",[252,255,258,261,264,267,270,273,276,279,282],{"term":253,"definition":254},"Certificate of Incumbency","A corporate document certifying the names, titles, and signing authority of a company's current officers and directors.",{"term":256,"definition":257},"Authorized Signatory","An individual formally authorized by the company to sign contracts, banking documents, or other binding instruments on the company's behalf.",{"term":259,"definition":260},"Corporate Secretary","The officer responsible for maintaining corporate records, certifying resolutions, and attesting to the authenticity of corporate documents.",{"term":262,"definition":263},"Notarization","The process by which a notary public verifies the identity of a signer and witnesses their signature, adding an official seal to confirm authenticity.",{"term":265,"definition":266},"Apostille","A standardized international certification under the Hague Convention that authenticates the origin of a public document for use in foreign countries.",{"term":268,"definition":269},"Good Standing","A status indicating that a company has met all filing, fee, and compliance requirements in its jurisdiction of incorporation and remains legally active.",{"term":271,"definition":272},"Board Resolution","A formal decision made by a company's board of directors, recorded in writing and typically attested by the corporate secretary.",{"term":274,"definition":275},"Officer","A person appointed by the board of directors to manage day-to-day operations, such as a CEO, CFO, COO, or Corporate Secretary.",{"term":277,"definition":278},"Specimen Signature","An example of an authorized signatory's actual signature included in the certificate so that counterparties can verify documents they receive.",{"term":280,"definition":281},"Beneficial Owner","The natural person who ultimately owns or controls a company, distinct from the nominee or registered owner appearing on corporate records.",{"term":283,"definition":284},"KYC (Know Your Customer)","Due-diligence requirements imposed by banks and financial institutions to verify the identity and authority of persons acting on behalf of a corporate customer.",[286,291,296,301,306,311,316,321,326],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Company Identification","States the full legal name of the company, jurisdiction of incorporation, company registration number, and registered address.","This Certificate is issued by [COMPANY FULL LEGAL NAME], a [ENTITY TYPE] incorporated under the laws of [STATE / PROVINCE / COUNTRY], registration number [REGISTRATION NUMBER], with its registered office at [REGISTERED ADDRESS].","Using a trading name or brand name instead of the exact registered legal name. If the name on the certificate does not match the company's registration records, banks and counterparties will reject the document.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Date of Certificate","Records the specific date on which the certificate is executed, which determines whether the officer information is current.","This Certificate is given as of [DATE] and supersedes all prior certificates of incumbency issued by the Company.","Leaving the date blank or using an approximate date. Most banks treat a Certificate of Incumbency as valid for 90–180 days from the stated date; an undated certificate may be rejected outright or treated as immediately stale.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"List of Officers and Titles","Identifies each current officer by full legal name and exact corporate title, confirming their role within the organization.","The following individuals currently hold the offices set out opposite their respective names: [OFFICER FULL NAME] — [TITLE]; [OFFICER FULL NAME] — [TITLE]; [OFFICER FULL NAME] — [TITLE].","Listing informal titles such as 'Co-Founder' or 'Head of' instead of the officer's formally appointed corporate title. Receiving institutions check listed titles against the company's articles or appointment resolutions.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"List of Directors","Names each member of the board of directors currently in office, distinguishing directors from executive officers where applicable.","The following individuals constitute the current Board of Directors of the Company: [DIRECTOR FULL NAME]; [DIRECTOR FULL NAME]; [DIRECTOR FULL NAME].","Omitting directors who hold both a board seat and an officer title. Every current board member should be listed in the directors section regardless of whether they also appear in the officers section.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Specimen Signatures","Provides the actual handwritten or electronic signature of each listed officer and authorized signatory so counterparties can authenticate documents.","The specimen signature of each officer and authorized signatory named above appears opposite their name: [OFFICER FULL NAME] — Signature: _________________","Omitting specimen signatures on the assumption that the corporate seal is sufficient. Banks that require a Certificate of Incumbency specifically to verify signatories will not accept a certificate without specimen signatures.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Scope of Authority","Defines what each authorized signatory is permitted to do — whether they may sign independently or require a co-signatory, and any transactional limits.","Each of the officers listed above is authorized to execute agreements, instruments, and documents on behalf of the Company, provided that transactions exceeding $[THRESHOLD] require the joint signature of [TITLE] and [TITLE].","Granting blanket unlimited authority to all listed officers without qualification. This creates risk if a junior officer later executes a major commitment the company cannot honor, and weakens internal controls.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Certification by Corporate Secretary","The corporate secretary's attestation that the officer and director information contained in the certificate is true, complete, and current as of the stated date.","I, [CORPORATE SECRETARY FULL NAME], Corporate Secretary of [COMPANY NAME], hereby certify that the foregoing information is true, accurate, and complete as of the date of this Certificate, and that the persons named herein are duly elected or appointed to the offices set out opposite their names.","Having an officer other than the corporate secretary sign the certification. In most jurisdictions, the certificate's attestation value derives specifically from the secretary's custodial role over corporate records. A CEO or CFO signature in this block is not a substitute.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Corporate Seal (if applicable)","Affixes the company's official corporate seal to authenticate the document, where the company maintains a seal and the receiving institution requires it.","[AFFIX CORPORATE SEAL HERE] — The corporate seal of [COMPANY NAME] is affixed hereto as of [DATE].","Assuming a corporate seal is universally required. In the US, the corporate seal is optional in most states and many institutions no longer require it. Including a seal block when the company has no seal creates an incomplete document.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Notarial Acknowledgment Block","Provides space for a notary public to verify the corporate secretary's identity and witness their signature, required by foreign banks and cross-border transactions.","State of [STATE], County of [COUNTY]. On [DATE], before me, [NOTARY NAME], a Notary Public, personally appeared [CORPORATE SECRETARY NAME], who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity.","Including a notarial block but leaving it blank and sending the document unsigned by a notary. A partially completed notarial block is worse than no block at all — it signals to the recipient that the authentication step was skipped.",[332,337,342,347,352,357,362,367],{"step":333,"title":334,"description":335,"tip":336},1,"Enter the company's full legal name and registration details","Pull the exact legal name, entity type, jurisdiction of incorporation, registration number, and registered address from your certificate of incorporation or articles of organization. These must match official registry records precisely.","Cross-reference your jurisdiction's online business registry before completing this step — a single character difference in the legal name can cause rejection.",{"step":338,"title":339,"description":340,"tip":341},2,"Set the date of the certificate","Enter a specific calendar date — typically today's date or the date of a recent board meeting that confirmed current officer appointments. Do not backdate the certificate.","Most banks accept a Certificate of Incumbency dated within the last 90 days. If your certificate is approaching that threshold, issue a refreshed certificate rather than altering the original.",{"step":343,"title":344,"description":345,"tip":346},3,"List all current officers with their exact corporate titles","Enter each officer's full legal name and their formally appointed title as it appears in board resolutions or the company's operating agreement. Include at minimum: President or CEO, Secretary, and Treasurer or CFO.","If an officer holds multiple titles (e.g., President and Secretary), list them in a single row with both titles noted — do not create two separate entries, which can confuse reviewers.",{"step":348,"title":349,"description":350,"tip":351},4,"List all current directors","Enter each director's full legal name in the directors section. For a single-member LLC where the member is also the sole director and officer, confirm that your operating agreement supports this structure before listing one person in all three roles.","If any director appointment is currently in question — pending board vote, disputed resignation — resolve that corporate action before issuing the certificate.",{"step":353,"title":354,"description":355,"tip":356},5,"Collect specimen signatures from each authorized signatory","Have each listed officer and authorized signatory sign their specimen signature block in ink, using the same signature they use on corporate instruments. For electronic delivery, confirm the receiving institution accepts digital signatures in this block.","Use blue ink for wet signatures if the certificate will be notarized — it makes originals visually distinguishable from photocopies.",{"step":358,"title":359,"description":360,"tip":361},6,"Define the scope of authority for each signatory","Specify whether each signatory can act alone or requires a co-signatory, and note any dollar thresholds or transaction-type limitations. This section should reflect your internal authorization matrix.","Avoid the temptation to grant all officers unlimited joint-and-several authority. Differentiated authority levels make the document more useful as an internal control tool.",{"step":363,"title":364,"description":365,"tip":366},7,"Have the corporate secretary sign and date the certification block","The corporate secretary must sign the attestation in their capacity as secretary — not in any other officer role. If the company has no designated secretary, the person who maintains corporate records should execute this block and their custodial role should be noted.","If the corporate secretary is also an authorized signatory listed in the body of the certificate, they sign twice — once as a listed signatory with specimen and once as the certifying secretary.",{"step":368,"title":369,"description":370,"tip":371},8,"Arrange notarization where required","If the receiving institution — particularly a foreign bank — requires notarization, have the corporate secretary's signature witnessed and acknowledged by a licensed notary public before delivery. For use in countries that are Hague Convention signatories, an apostille may also be required.","Confirm notarization and apostille requirements with the receiving institution before executing the document — post-execution notarization of a document signed on a different date can raise authenticity questions.",[373,377,381,385,389,393],{"mistake":374,"why_it_matters":375,"fix":376},"Using a trading name instead of the registered legal name","Banks and government agencies verify the certificate against official registry records. A mismatch — even a minor one like 'Inc.' vs 'Incorporated' — triggers rejection and delays the transaction.","Pull the exact legal name from your certificate of incorporation or current registry filing and copy it character-for-character into the company identification clause.",{"mistake":378,"why_it_matters":379,"fix":380},"Issuing a certificate with outdated officer information","A certificate listing a director who resigned six months ago or an officer who was replaced misrepresents the company's current authority structure. Acting on a stale certificate can expose the company to unauthorized-transaction liability.","Review the officer and director list against board minutes and HR records before every issuance. If any appointment or resignation occurred since the last certificate, update the record and issue a new certificate explicitly superseding the prior one.",{"mistake":382,"why_it_matters":383,"fix":384},"Omitting specimen signatures","The primary purpose of a Certificate of Incumbency for banking purposes is to enable the institution to verify signatures on future instruments. A certificate without specimen signatures does not fulfill this function.","Include a dedicated specimen signature block for every named authorized signatory and collect wet or verified electronic signatures before delivering the certificate.",{"mistake":386,"why_it_matters":387,"fix":388},"Leaving the notarial block incomplete on cross-border transactions","A partially completed notarial acknowledgment — with blanks unfilled or the notary seal missing — signals to the foreign recipient that the authentication was incomplete, which is often worse than submitting an un-notarized document.","Either complete the notarial block fully with a licensed notary or remove it entirely if notarization is not required by the receiving institution. Never submit a certificate with a blank notarial block.",{"mistake":390,"why_it_matters":391,"fix":392},"Having the wrong person sign the corporate secretary attestation","The attestation derives its legal weight from the secretary's custodial role over corporate records. An attestation signed by the CEO or CFO in this block — even if they are more senior — does not carry the same authority and may be rejected.","Confirm who holds the corporate secretary role under the company's governing documents before execution. If the role is vacant, fill it by board resolution before issuing the certificate.",{"mistake":394,"why_it_matters":395,"fix":396},"Failing to supersede prior certificates","If multiple versions of the certificate exist without clear supersession language, counterparties may act on an outdated version, creating conflicting authority records and potential liability.","Include explicit language in every new certificate stating that it supersedes and replaces all prior certificates of incumbency, and provide the issuing date of the most recent prior certificate.",[398,401,404,407,410,413,416,419,422],{"question":399,"answer":400},"What is a Certificate of Incumbency?","A Certificate of Incumbency is a formal corporate document that identifies a company's current officers, directors, and authorized signatories and certifies their authority to act on the company's behalf. It is issued by the corporate secretary and used by banks, counterparties, and government agencies to verify who is legally authorized to sign contracts, open accounts, and execute financial instruments for the company. It is one of the most commonly requested documents in corporate due diligence and banking onboarding.\n",{"question":402,"answer":403},"When is a Certificate of Incumbency required?","It is most commonly required when opening a corporate bank account, establishing a new lending relationship, closing an M&A transaction, entering a significant commercial contract, registering a foreign subsidiary, or responding to AML and KYC due-diligence requests. Many financial institutions require a refreshed certificate — typically dated within the last 90 to 180 days — any time the company's authorized signatories change.\n",{"question":405,"answer":406},"Who signs a Certificate of Incumbency?","The certificate is signed by the corporate secretary in their official capacity, as they are responsible for maintaining the accuracy of corporate records. Each officer and authorized signatory listed in the certificate also provides their specimen signature. Where notarization is required, a licensed notary public additionally witnesses and acknowledges the corporate secretary's signature.\n",{"question":408,"answer":409},"Does a Certificate of Incumbency need to be notarized?","Notarization is not universally required, but it is commonly requested by foreign banks, cross-border transaction counterparties, and government agencies in jurisdictions outside the company's home country. For documents destined for Hague Convention member countries, an apostille is typically required in addition to notarization. Always confirm the specific requirements with the receiving institution before executing the certificate.\n",{"question":411,"answer":412},"How long is a Certificate of Incumbency valid?","Most banks and financial institutions treat a Certificate of Incumbency as valid for 90 to 180 days from the stated issue date, though this varies by institution and jurisdiction. The document is also effectively invalidated any time an officer or director named in it is appointed, replaced, or resigns — at which point a new certificate should be issued that explicitly supersedes the prior one.\n",{"question":414,"answer":415},"What is the difference between a Certificate of Incumbency and a Certificate of Good Standing?","A Certificate of Incumbency identifies the current officers and directors of a company and confirms their signing authority — it is issued by the company's own corporate secretary. A Certificate of Good Standing is issued by the state or government agency where the company is registered and confirms that the company is legally active and compliant with all filing and fee requirements. Both are often requested together during bank onboarding and M&A due diligence, but they serve distinct purposes.\n",{"question":417,"answer":418},"Can a Certificate of Incumbency be used for an LLC?","Yes, LLCs can and do issue Certificates of Incumbency, though the document must reflect the LLC's management structure. A manager-managed LLC will list managers and their authority in place of traditional corporate officers. A member-managed LLC may list authorized members. The certifying signature should come from the person responsible for maintaining the LLC's records, as designated in the operating agreement.\n",{"question":420,"answer":421},"What happens if information in the Certificate of Incumbency is incorrect?","An incorrect certificate — whether through error or omission — can expose the company to liability for unauthorized actions taken in reliance on it. If a bank extends credit or a counterparty executes a contract based on a certificate listing an officer who was no longer authorized, unwinding those transactions can be costly and contested. The certificate should be reviewed for accuracy immediately before every issuance and any errors corrected before delivery.\n",{"question":423,"answer":424},"Is a Certificate of Incumbency a public document?","No. A Certificate of Incumbency is a private corporate document issued directly to the requesting institution or counterparty. It is not filed with a government registry and is not publicly searchable. Recipients are expected to treat its contents — particularly specimen signatures — as confidential and use them only for the purpose for which the certificate was provided.\n",[426,430,434,438],{"industry":427,"icon_asset_id":428,"specifics":429},"Financial Services and Banking","industry-fintech","Required at every new bank account opening and typically refreshed annually; AML and KYC compliance programs treat it as a primary source document for beneficial ownership verification.",{"industry":431,"icon_asset_id":432,"specifics":433},"Technology and SaaS","industry-saas","Commonly requested by enterprise customers and payment processors during vendor onboarding and when establishing payment disbursement accounts for international subsidiaries.",{"industry":435,"icon_asset_id":436,"specifics":437},"Professional Services","industry-professional-services","Law firms and consulting practices issue incumbency certificates when entering joint venture arrangements, trust accounts, or client escrow agreements requiring verified signatory authority.",{"industry":439,"icon_asset_id":440,"specifics":441},"Manufacturing and Trade","industry-manufacturing","Required by foreign buyers, customs brokers, and trade-finance banks to confirm who may execute letters of credit, shipping documents, and cross-border supply agreements.",[443,447,450,454],{"vs":444,"vs_template_id":445,"summary":446},"Certificate of Good Standing","D{CERTIFICATE_OF_GOOD_STANDING_ID}","A Certificate of Good Standing is issued by a government registry and confirms that the company is legally active and compliant with state or provincial requirements. A Certificate of Incumbency is issued by the company itself and identifies who holds authority within it. Banks routinely require both, but they answer different questions — one proves the company exists in good order; the other proves who speaks for it.",{"vs":271,"vs_template_id":448,"summary":449},"D{BOARD_RESOLUTION_ID}","A board resolution documents a specific decision made by the directors — authorizing a transaction, appointing an officer, or approving a contract. A Certificate of Incumbency is an ongoing reference document confirming the current officer roster and general signing authority. For specific high-value transactions, counterparties may request both: the certificate to confirm who the officers are and a resolution to confirm the specific transaction was approved.",{"vs":451,"vs_template_id":452,"summary":453},"Secretary's Certificate","D{SECRETARYS_CERTIFICATE_ID}","A Secretary's Certificate typically certifies the authenticity of a specific board resolution or set of minutes — it is transaction-specific. A Certificate of Incumbency is a standing document certifying officer identity and authority. While both are executed by the corporate secretary, they serve different functions and are not interchangeable in banking and legal contexts.",{"vs":455,"vs_template_id":456,"summary":457},"Power of Attorney","D{POWER_OF_ATTORNEY_ID}","A Power of Attorney grants a specific individual authority to act on behalf of the company for defined purposes, often broader than their corporate role. A Certificate of Incumbency confirms the existing authority that officers already hold by virtue of their appointment. A counterparty needing ad hoc authority from someone not listed as an officer would typically require a Power of Attorney rather than an incumbency certificate.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Standard domestic bank account openings and routine counterparty due-diligence requests for established companies with stable officer rosters","Free","20–30 minutes",{"best_for":464,"cost":465,"time":466},"Cross-border transactions, new foreign banking relationships, or companies that have recently changed officers or directors","$150–$400","1–2 business days",{"best_for":468,"cost":469,"time":470},"M&A closings, regulated-industry licensing, foreign registration requiring notarization and apostille, or complex multi-entity structures","$500–$2,000+","3–7 business days",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","No federal statute mandates a specific form for a Certificate of Incumbency, but state corporation laws — particularly in Delaware, Nevada, and New York — recognize the corporate secretary's authority to certify officer information. Corporate seals are optional in most states. Banks regulated by FinCEN require incumbency documentation as part of their Customer Due Diligence (CDD) rule for legal entity customers.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","Canadian corporations governed by the CBCA or provincial equivalents rely on the corporate secretary to certify officer authority. FINTRAC compliance requires federally regulated financial institutions to collect incumbency information as part of beneficial ownership verification. Quebec civil law corporations should ensure the certificate language is consistent with the Civil Code's provisions on mandate and representation.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","UK companies registered at Companies House have officer information publicly searchable, which sometimes reduces the practical demand for a formal incumbency certificate domestically. However, foreign banks and international counterparties routinely request one for UK entities. The certificate should reference the company's registered number at Companies House. Under the Companies Act 2006, the company secretary role is optional for private companies, so the certifying officer should be clearly identified.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","EU member states have varying registry disclosure requirements — many publish director information in national registers, which are partially interconnected through the Business Registers Interconnection System (BRIS). Despite public registries, banks conducting AML due diligence under the EU's Anti-Money Laundering Directives still request incumbency certificates to verify beneficial owners and authorized signatories. Documents intended for use across multiple EU jurisdictions may require an apostille under the Hague Convention.",[493,494,495,496,497,498,499,500,501,502,503,504],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","service-agreement-D12711","joint-venture-agreement-D889","adhesion-to-the-unanimous-shareholder-agreement-D848","corporate-governance-policy-D13943","board-resolution-approving-compensation-for-board-of-directors-D39","llc-operating-agreement-D5209","general-power-of-attorney-D1037","asset-purchase-agreement-for-a-retail-business-D931","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":99,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":516},"incorporation-and-bylaws","form","general","all-stages",[512,513,514,515],"certificate-of-incumbency","corporate-governance","signing-authority","board-resolution",0.92,"\u003Ch2>What is a Certificate of Incumbency?\u003C/h2>\n\u003Cp>A \u003Cstrong>Certificate of Incumbency\u003C/strong> is a formal corporate document issued by a company's corporate secretary that identifies the current officers, directors, and authorized signatories of the organization and certifies their legal authority to act on its behalf. Unlike a government-issued certificate, it originates within the company itself and serves as the company's own attestation that the individuals named hold the roles and signing powers attributed to them. Banks, lenders, counterparties, and government agencies use it to verify who is authorized to open accounts, sign contracts, and execute financial instruments in the company's name — making it one of the most frequently requested documents in corporate due diligence, transaction closings, and banking onboarding worldwide.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a current, accurate Certificate of Incumbency, routine but critical business transactions stall. Banks will not open corporate accounts or process significant wire transfers without verified signatory authority on file. Enterprise counterparties withhold contract execution pending confirmation that the person signing actually has authority to bind the company. Cross-border transactions — where the receiving institution cannot easily verify domestic corporate records — come to a complete stop until incumbency is documented. Beyond individual transactions, operating without a maintained incumbency record creates cumulative legal risk: if an outdated certificate circulates and a third party relies on it to engage with a former officer, unwinding the resulting commitments is expensive and contested. This template gives you a professionally structured, bank-ready document you can complete in under 30 minutes, keep current with each officer change, and present with confidence in any due-diligence context.\u003C/p>\n",1778773476979]