What is a Certificate of Incumbency (COI)?
A certificate of incumbency is a document that provides information about the company’s structure and legitimacy, as well as the identities, titles and roles of key individuals involved, like directors, key officers and shareholders. This document is usually used to legitimize the company representative performing legally binding actions with third parties such as banks, lawyers, and outside investors. In other jurisdictions a certificate of incumbency is commonly known as a certificate of officers, a register of directors, or a secretary certificate.
A certificate of incumbency will typically include details such as:
- Company name
- Company Address in Hong Kong
- Business registration number
- Date of incorporation
- Country of incorporation
- List of current directors
- Current company secretary
- List of current shareholders or members
- The authorized share capital of the company
- Signature and details of the authorized issuer
Though there is no designated format for a certificate of incumbency, the content usually follows a format to the effect of the following,
“The undersigned, [Secretary’s Name], Secretary of [Company Name]. (hereafter the “Company”), hereby attests that:
He/she is the elected and acting Secretary of the Company and is responsible for issuing and maintaining the records, minutes, and seal of the Company.
Pursuant to the Company bylaws (or Articles of Association), the people listed below hold the position set forth opposite their names with the Company, the signature appearing opposite each such officer’s name is their own true signature.”
Why do I need a Certificate of Incumbency?
When performing legally binding actions involving parties outside the company, these third parties have to verify that the company approaching them is legitimate, and that the representative they’re talking to has the authority from the company to do so. These verification steps are part of the due diligence commonly performed by these third parties, also called Know your Customer (KYC). A certificate of incumbency solves these issues because its contents are validated and issued by practicing CPA or law professionals.
Because of this, a certificate of incumbency is commonly used by companies for:
- Opening a bank account
- Applying for a bank loan
- Raising funds from investors
- Merger and acquisitions transactions
- Entering into legal contracts
- Conducting overseas deals while representing a company
- Visa applications for company employees
Who is normally given authority on a Certificate of Incumbency?
Generally, employees given the authority to represent a company in critical matters should be entered into the certificate of incumbency, which typically includes positions such as:
- CEO
- President
- Financial shareholders
- Company secretary
- Registered agents
- Key officers
How do I get a Certificate of Incumbency?
In Hong Kong, a certificate of incumbency is typically certified and issued by the Companies Registry, but you can request it from any practicing CPA or lawyer.
If you’d like assistance in obtaining a COI and other important documents pertaining to your business, talk to us today!
