LFS Certd Resolution and Incumbency Cert (002) 2025

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A certified board resolution is a formal, verified document detailing decisions by a companys board of directors, often required for legal or procedural purposes. It differs from board minutes, which summarize discussions, while resolutions focus on specific decisions.
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.
What is a Certificate of Incumbency? A certificate of incumbency is an official document used by a Limited Liability Company (LLC) or corporation to certify who the directors, officers, and shareholders are of a company. They typically include an incumbency certificate and register of directors within them.
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.
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.
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A person asking for a certificate of incumbency regarding your company will usually expect that it is issued by an independent third party (meaning by a person who is not a shareholder, director, or employee of your company). It is also expected that the independent third party is a regulated professional.

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