A Certificate of Incumbency and Authority is a crucial corporate document used when formal verification of company officers and their authority is required. Governed by English and Welsh law, it provides third parties with reliable confirmation of who has the power to act on behalf of a company. The certificate typically includes details of directors, officers, their appointment dates, and scope of authority. It is commonly required for international transactions, opening bank accounts, and establishing business relationships where verification of corporate authority is essential.
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1. Company Details: Legal name, registration number, registered office and jurisdiction of incorporation
2. Officer Information: Names, positions, appointment dates and contact details of current directors and secretary
3. Authority Statement: Formal statement confirming the authority of named officers to act on behalf of the company
4. Verification Details: Details of the documents and records consulted to verify the information
5. Certification: Official certification statement, date, and signature of authorized certifier
1. Shareholding Information: Details of major shareholders and their respective shareholdings, used when shareholder authority verification is required
2. Historical Officers: Information about previous directors and officers, included when historical context is needed
3. Specific Transaction Authority: Detailed description of specific authorities granted for particular transactions or purposes
4. Corporate Governance Structure: Overview of the company's governance structure, included for complex organizations
1. Schedule 1 - Board Resolution Extract: Certified copy of relevant board resolutions confirming officer appointments and authorities
2. Schedule 2 - Specimen Signatures: Authenticated specimen signatures of all authorized officers named in the certificate
3. Schedule 3 - Supporting Documents: Copies of certificate of incorporation, articles of association, and other relevant corporate documents
4. Schedule 4 - Register Extracts: Certified extracts from the company's statutory registers relevant to the certification
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