Certificate of Incumbency
(Member-Managed) (DE LLC)

Summary

This Certificate of Incumbency (Member-Managed) (DE LLC) template may be adopted by a Delaware limited liability company. This template contains practical guidance and drafting notes. This template may be used for general purposes or may be modified to certify the managing members' authority to take certain actions. A certificate of incumbency is often requested as a closing condition to certain transactions. It may be prepared as a standalone document (such as set forth in this template) or included along with other certifications (such as in a secretary’s certificate or similar document). This certificate is suitable for a member-managed LLC. For a similar template for a manager-managed LLC, see Certificate of Incumbency (Manager-Managed) (DE LLC). For more information, see Management and Indemnification (DE LLC).