A certificate of incumbency is an official and legal document issued by a corporation or a limited liability company mentioning the names of the directors and officers, with their signatures specifying their position, role and authority in the organisation. It is an essential document for signing official documents, opening accounts and entering into partnerships. It may also contain the names of the key shareholders. This document authenticates who are entitled to enter into legally binding agreements on behalf of the organisation. 
A certificate of incumbency is drafted and issued by a company secretary with a corporate seal. It may be notarised though it is not essential. As an official corporate document, third parties accept its validity and are satisfied that they are dealing with the authorised person. There is no specific set draft for a certificate of incumbency. A certificate of incumbency should generally confirm the company's structure, including the country of registration, company registration and its address. It should identify the President, CEO, Secretary, treasurer over and above the directors, officials and key stakeholders. In addition to mentioning the officials and their position, a certificate of incumbency must also mention the period of their term and whether they are elected or not. The information needs to be updated as new members join the company and old members leave. The draft of a certificate of incumbency may vary from state to state due to different local regulations. 
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