Certificate of Incumbency vs. Certificate of Good Standing: What You Need to Know

A Certificate of Incumbency and a Certificate of Good Standing are two essential documents that confirm different aspects of a company’s legal status and authority. This article explains what each certificate proves, who issues it, and when you likely need  each of them.

What Is a Certificate of Incumbency?

A Certificate of Incumbency is an internal company document that verifies the identities and roles of individuals holding official positions within the company: such as directors, officers, shareholders, or legal signatories. It is commonly used to confirm who is authorized to sign contracts, represent the company, or carry out binding corporate actions.

Although often called a Secretary’s Certificate, the Certificate of Incumbency does not have to be signed by the corporate secretary alone. It may be certified by the company’s legal counsel, authorized officer, or registered agent. You can quickly generate a Certificate of Incumbency at Skala.

When Do You Need a Certificate of Incumbency?

A Certificate of Incumbency is typically required when a third party needs to verify who has legal authority to act on behalf of the company. Common situations include:

• Opening a corporate bank account
• Onboarding investors or completing M&A transactions
• Participating in cross-border deals or regulatory filings (e.g. KYC)
• Executing notarized agreements
• Participating in legal proceedings

It’s essentially a tool that de-risks transactions by proving internal authority and representation.

What’s Typically Included in a Certificate of Incumbency ?

• Company’s legal name and jurisdiction
• Company registration number
• Full names and titles of current officers (e.g., CEO, CFO, Secretary)
• Names of directors
• Shareholders or ownership information
• Certification of the authority to sign or act
• Date of issuance
• Signature of the certifying officer or agent

Some Certificates of Incumbency may also reference board resolutions or specific corporate decisions as supporting documentation.

What Is a Certificate of Good Standing?

A Certificate of Good Standing is an official document issued by the Secretary of State (or similar authority) that confirms a company is legally registered and compliant with its filing and tax obligations in its home jurisdiction.

Unlike the Certificate of Incumbency, which is generated internally, the Certificate of Good Standing  is an external certification provided by a state agency.

When Do You Need a Certificate of Good Standing?

A Certificate of Good Standing is often required when:

• Registering a company to do business in another state or country
• Applying for loans or credit facilities
• Bidding for government contracts
• Entering into partnerships or international transactions
• Completing compliance reviews or audits

It proves the company is active, in good standing, and is authorized to conduct business.

What’s Typically Included in a Certificate of Good Standing?

• Name of the business entity
• Jurisdiction of incorporation
• Statement confirming the company is legally formed and up-to-date on filings
• Date of issuance
• Seal and signature of the issuing state authority

It does not list officers, shareholders, or internal roles, which is why it is often used alongside a Certificate of Incumbency.

Related Corporate Documents

To support or substitute the Certificate of Incumbency and Certificate of Good Standing, you may also be asked for:

• Articles of Incorporation / Certificate of Incorporation – a document confirming the company’s legal existence
• Bylaws or Operating Agreement – a document prescribing governance and rules
• Board Resolutions – as the evidence of certain decisions (e.g., granting a signing authority)
• Shareholder Register / Capitalization Table / Stock Ledger – as a confirmation of the ownership breakdown