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In summary, while the Certificate of Incumbency verifies who currently holds decision-making power within the company, the Certificate of Good Standing assures that the company itself has maintained good legal standing with the state.
The function of the incumbency certificate is to prove that the specified individuals are authorized to enter into legally binding transactions on behalf of the company. An incumbency certificate may be a standalone certificate or included in the secretarys certificate.
Certificate of Incumbency vs. Corporate Bylaws: Establishes company governance but doesnt list current officers or their authority. Operating Agreements: Defines roles and responsibilities but isnt used for verifying individual authority.
A corporate resolution is a written legal document, issued by the board of directors of a corporation, documenting a binding decision made on behalf of the corporation. An incumbency certificate is one example of a corporate resolution, however, a certificate of incumbency is not the only type of corporate resolution.
Not generally. If the registered agent of a company has signed the Incumbency Certificate, it should be legally valid.
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A certificate of incumbency grants different rights and powers to a companys officer than a power of attorney and is extremely important when a company officer is doing business in a foreign country. A certificate of incumbency specifically outlines responsibilities for the officers that will conduct business abroad.

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