What Is A Certificate Of Incumbency

Certificate Of Incumbency For Hong Kong Company

The certificate of the Incumbency is the legal document that certifies the names of directors, officers, the corporate secretary and shareholders of the limited company in Hong Kong. Either the document provides a guarantee from a third party who doesn’t belong to the Hong Kong Company or it is issued by the secretarial / corporate service provider of the Hong Kong Company.

The Certificate of Incumbency includes the following details

  • The incorporation date of the company.
  • The registered number assigned to the company.
  • Details regarding the director(s) of the company.
  • Information about the share capital and the quantity of shares issued by the company.
  • Details regarding the shareholder(s) including their shareholding percentage.
  • Information about the company secretary, including their particulars.

Certificate Of Incumbency vs Company Particulars Search Report

The Company Company Particulars Search Report is a document that the Companies Registry charges for. This report contains the following information:

  • The company’s registration number
  • The incorporation date 
  • Whether the role of the director is plural or singular will be discussed
  • The capital share and the quantity of issued shares of the company
  • The main features of the General Secretary

This Company Particulars Search Report does not provide any information about any of the company’s Shareholders which is nowadays given a great deal of importance by banks before they open a bank account and would like to keep the account active with them.

Why is the Certificate of Incumbency Important?

Opening of a business bank account: The process of obtaining a business account in Hong Kong is made long and thorough by the banks, due the diligence they require their applicants to provide a certificate of incumbency or an equal document that can confirm some things about the company including those related to each individual.

Updating company records with the bank: Yearly conducting of business reviews is a normal practice for the banks. They frequently ask for the latest version of the company’s certificate of incumbency or its equivalent document.

The main requirement is a certificate of incumbency, which should be presented to the bank every time a company gets involved in a transaction or has to open an account.

The bank will demand for a certificate of incumbency because the banker is going to send one of their representatives to the company. This is to ensure that all the details are correct and that the bank can act as the company.

Hence, the CEO of the company namely ‘John Marvin’ can head to the bank and give them the incumbency certificate which is an official document that says he is the company’s president.

Moreover, it will contain his position, and his signature.

After that, users’ information is compared and verified, then the opening of accounts or the transition process can go through without any difficulties.

The Certificates of Incumbency are the most widely used means of administrative verification of the name and the identity of both the bankers and the attorneys.

Who to Include In A Certificate Of Incumbency?

To make sure, you know who is presentable on your Certificate of Incumbency, an attorney can instruct you on which members of your organization need to appear. 

  • Company President
  • Company CEO
  • Company CFO
  • Company COO
  • Secretary
  • Treasurer

In brief, people who have the power to sign documents for their companies or organizations legally are those who should be identified in the incumbency document.

Those who are listed are considered also to be more accountable, as at the end of the term they will be thereby held responsible for any misconduct or mistakes committed. This is why we need to work in collaboration with our legal counsel and the company leaders to determine who is included in the Certificate of Incumbency.

The certificate of incumbency will display the date, the firm’s name, and all names of those who are the directors and the officers in the management level.

In addition to the names of the persons are the offices that they hold in the company, whether they were elected or if they were appointed to their position by their peers, and their signatures. It also may include other details such as company’s shareholders information although not always and registered office address.

It will generally conclude by the addition of the sample as a proof, which is especially relevant in the case of the contracts concluded by law. According to the sample signature, the certificate of incumbency can be verified by any signature that a party involved sends or needs.

How to Get the Certificate of Incumbency

The only way your company can issue a Certificate of Incumbency is to remain legally valid. The Certificate of Incumbency will be prepared and signed by the company secretary. The certification/sealing will be confirmed by the managerial logo.

A public notary service should be contacted to have the document notarized. Certificate of Incumbency is a legal document whose application differs in different regions. It is important to conduct local research on the requirements of a specific area before formatting the document. To summarize, in case of indecision, an expert firm like FastLane can help you and your team navigate the entire process from start to end without any errors and confusion.

Instruction on incorporating information about the officers’ titles when listing them if it is known whether they were appointed to the position or elected. Besides detailing what each office member is responsible for, as well as the term of office, consider including each member’s affix and signature for the validity of the document.

The business set up whether it is a sole proprietorship or a partnership may need to include different clauses in the Certificate of Incumbency. Do you have no idea what documentation needs to be supplied? You can get information from a legal expert at FastLane who has carried out a lot of similar processes.

What is Being Certified?

The most important thing which is being certified here is the identities of the people who sign the document. Once the certification is done then all the people on the list will have the right to make agreements on behalf of the corporation or business.

Does the Certificate of Incumbency Need to be Notarized?

Though this document is very important, you do not need witnesses or anything else like being notarized for it to be valid.

However, if you want your document to be notarized, a public notary will be the one who will authorize the document. However, a notary is not required for this document to be legally binding. All you need is the secretary of your business to sign the document.

You’d better check the local laws to understand if a certificate of incumbency necessitates notarization in your area, because in some regions, it’s indeed required for the certificate to be valid.

How to Utilize a Certificate of Incumbency?

You might be wondering once I have my certificate of incumbency, what will I do with it?

The Certificate of Incumbency on file is useful not only for limited liability but also in other instances of a company. For instance, where your company is launching and requires access to financial services, most lenders will ask for a copy of the Certificate of Incumbency for their files for future financial activities such as opening bank accounts or approaching a bank for credit lines.

Additionally, if you are trying to hire a legal counselor for the company, the Certificate of Incumbency can help them confirm the actual identity of the person who is seeking the same to enhance transparency from poor communication. The same applies to a company seeking to do business overseas as nations and liaisons may ask for incumbency letters, being those letters aimed at facilitating the process of designating the companies they should work with in the future.

How does a Certificate of Incumbency Look Like?

Here’s a sample Certificate of Incumbency for reference:

Certificate of Incumbency

Once the document is completed and regularly maintained, it is then stored in the Company’s Minute Book.

What is in the Minute Book?

For any company that is being incorporated, the Minute Book will among others contain the corporate articles, bylaws, reports, and the minutes of any meetings at which the shareholders or directors have met.

As is the case with any formal or legal document, it will go into the Minute Book and will have to be kept up to date as the company grows and as new and old employees join and leave the company.

In addition, the certificate of incumbency helps to establish that every person who has signed the certificate is capable of maintaining the accuracy of the Minute Book and confirming the legitimacy of the latter.

When to Change the Certificate of Incumbency?

The certificate is usually changed due to staff changes, which is the most frequent reason for it to be updated.

Should there be any need to change the certificate for some reason, there are several ways to do it, and these procedures are in place.

If someone is leaving the company then they need to be replaced in a timely manner. That is to say, the person who is going to fill that space needs to be registered so that even if the company director leaves the process can go on smoothly.

How Can FastLane Help with Certificate of incumbency in Hong Kong?

If you need a  Certificate of Incumbency for your corporation or entity, the expert team from FastLane is ready to help you complete the steps in the shortest time.

The expertise of the FastLane legal advisors enables your company to draft an authoritative document including all the relevant roles and identifications. You can also go to the FastLane website or contact us to learn more about details. 

hello there