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Certificate of Incumbency
I need a Certificate of Incumbency that verifies the current officers and directors of our Singapore-based company, including their positions and appointment dates, for the purpose of opening a corporate bank account.
What is a Certificate of Incumbency?
A Certificate of Incumbency proves who officially holds key positions in a Singapore company. It lists the directors, officers, and sometimes shareholders, showing their roles and the company's basic details like registered address and registration number.
Banks, investors, and overseas business partners often request this certificate when opening accounts, signing contracts, or verifying who has authority to make decisions. In Singapore, a company secretary or registered filing agent typically issues this document, which must align with ACRA's records to be considered valid.
When should you use a Certificate of Incumbency?
Get a Certificate of Incumbency ready when expanding your business relationships beyond Singapore. International banks, business partners, and regulatory bodies often need this proof of who runs your company before moving forward with major transactions or agreements.
This certificate becomes essential for opening overseas bank accounts, registering your business in foreign markets, or securing contracts with multinational companies. Singapore companies frequently need it when setting up subsidiaries in other Asian countries, applying for trade licenses abroad, or demonstrating their legitimate corporate structure to foreign investors.
What are the different types of Certificate of Incumbency?
- Incumbency Certificate For LLC: Basic version focused on company directors and officers, commonly used for standard business transactions and banking relationships.
- Certificate Of Incumbency Trust: Specialized format detailing trustee appointments and beneficiary information, essential for trust companies and wealth management.
- Incumbency Certificate For Property: Enhanced version including property-specific details, used primarily for real estate transactions and property holding companies.
Who should typically use a Certificate of Incumbency?
- Company Secretaries: Usually prepare and certify the Certificate of Incumbency, ensuring its accuracy against ACRA records and company registers.
- Directors and Officers: Their details and positions are listed in the certificate, confirming their authority to make decisions.
- Banks and Financial Institutions: Request these certificates when companies open accounts or apply for financial services.
- Foreign Business Partners: Rely on these documents to verify who has authority to sign agreements or conduct transactions.
- Corporate Service Providers: Help facilitate the certification process and maintain proper documentation for their clients.
How do you write a Certificate of Incumbency?
- Company Details: Gather ACRA registration number, registered address, and incorporation date from your company's official records.
- Leadership Information: Compile current directors' and officers' full names, positions, appointment dates, and identification details.
- Corporate Structure: Document shareholding structure and any recent changes in company leadership.
- Supporting Documents: Have your company constitution and recent board resolutions ready for reference.
- Verification Process: Cross-check all information against ACRA's records and internal company registers before finalizing.
- Digital Platform: Use our template generator to ensure all mandatory elements are included and properly formatted.
What should be included in a Certificate of Incumbency?
- Company Identification: Full legal name, UEN number, registered address, and incorporation date as registered with ACRA.
- Director Details: Names, nationalities, residential addresses, and appointment dates of all current directors.
- Officer Information: Positions, responsibilities, and appointment dates of key officers like CEO and company secretary.
- Certification Statement: Clear declaration that information is accurate as of the certificate date.
- Authentication: Company secretary's signature, company seal (if applicable), and date of issuance.
- Verification Clause: Statement confirming all information matches official company records and ACRA filings.
What's the difference between a Certificate of Incumbency and a Certificate of Authority?
A Certificate of Incumbency is often confused with a Certificate of Authority, but they serve distinct purposes in Singapore's corporate landscape. While both documents verify organizational authority, they function differently in practice.
- Scope of Verification: A Certificate of Incumbency provides comprehensive proof of who holds official positions within a company, including directors and officers. A Certificate of Authority focuses solely on specific individuals' powers to act on behalf of the organization.
- Duration and Usage: Incumbency certificates typically provide a snapshot of current leadership structure, while Authority certificates can be issued for specific transactions or time periods.
- International Recognition: Incumbency certificates are widely accepted for overseas business dealings and banking relationships. Authority certificates usually serve more localized, transaction-specific purposes within Singapore.
- Legal Requirements: Incumbency certificates must align with ACRA records and company registers, while Authority certificates can be issued more flexibly based on internal corporate resolutions.
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