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Corporate & business
Produce a Certificate of Incumbency that confirms the current directors and officers of your corporation. Often requested by financial institutions, lenders, and foreign authorities to verify who has signing authority on behalf of the company.
Also known as
CERTIFICATE OF INCUMBENCY
I, ______, holding the position of ______ of ______ (the "Corporation"), incorporated pursuant to the laws of ______, DO HEREBY CERTIFY THAT:
The following individuals are the duly elected, qualified, and acting directors of the Corporation:
Name of Director: ______
Address of director: ______
The following individuals are the duly appointed, qualified, and acting officers of the Corporation, holding the offices set opposite their respective names:
Name of Officer: ______
Address of Officer: ______
The following individuals are authorized officers and/or agents of the Corporation with authority to execute documents and bind the Corporation.
Name of Officer: ______
Address of Officer: ______
How it works
Answer the questions on the left. Your document builds itself on the right as you type.
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Book an appointment, bring your document, and we witness your signature and apply the seal.
A certificate of incumbency is a corporate document that confirms who currently holds office in a corporation: its directors, officers, and authorised signatories. It is used to prove to banks, lenders, law firms, foreign registries, and counterparties that the person claiming to act for a company actually has the authority to do so.
Think of it as the corporate equivalent of showing photo ID. Where a board resolution authorises a single action, a certificate of incumbency provides a snapshot of the corporation's entire leadership at a point in time.
Canadian banks and international institutions commonly ask for this document. Typical situations include the following.
Our template collects the details that banks and registries expect to see. A complete certificate typically lists the following.
A board resolution authorises a specific action (opening an account, signing a contract, appointing a representative). A certificate of incumbency does not authorise anything new; it simply confirms who currently holds office in the corporation.
Banks often require both documents together: the certificate proves who the officers are, and the resolution proves what they are allowed to do.
There is no legal requirement for notarization in Ontario, but banks, foreign authorities, and counterparties routinely require a notarized copy. Notarization confirms the signer's identity and makes the certificate more readily accepted, especially for international use.
Most institutions require a certificate dated within 30 to 90 days. If your corporate leadership has changed since the certificate was issued, you will need to prepare a fresh one.
Typically the corporate secretary or a director attends to sign the certificate and attest to its accuracy. Come prepared with the following.
For cross-border use, the notarized certificate may need further authentication from Global Affairs Canada or an apostille for Hague Convention countries. For non-Hague countries, full authentication (notarization, provincial authentication, then consular legalisation) may be required.
We can advise on the correct authentication path after notarization so the document is accepted in the destination country.
Frequently asked
Fill it in online, download a ready-to-sign PDF, then bring it in and we will notarize it, in person across Ottawa or online.