Incumbency Certificate
(Corporation)

Summary

This incumbency certificate can be used to certify the incumbent officers of a surviving corporation following a merger transaction by the corporation's secretary. This is a general template that should be tailored to the laws of the relevant jurisdiction. This template includes practical guidance and a drafting note. Incumbency certificates are typically, though not always, included as part of a broader secretary's certificate. At the closing of a merger transaction, a secretary's certificate may be signed by the secretary (or other authorized individual) of the buyer, seller, or target and delivered to the other parties. The purpose of a secretary's certificate is to certify certain documents as true and correct copies. A typical secretary's certificate may, for instance, certify the party's corporate or organizational documents (such as articles of incorporation, articles of organization, or bylaws) and board and shareholder resolutions required to effect the transaction (as applicable). In addition to those certifications, a secretary's certificate can include the incumbency of the party's officers executing the transaction documents as of the closing date. However, the parties can also choose to separately certify the incumbency of those officers, as has been done in this template certificate. For a template secretary's certificate that includes an incumbency certificate, see Secretary's Certificate (Merger) (CA). For additional information on certificates generally, see Deal Documents and Approvals in M&A Deals, Unanimous Written Consent to Take Action in Lieu of Meeting of Board of Directors (Private Merger), Unanimous Written Consent to Take Action in Lieu of Meeting of the Board of Directors (Asset Sale) (Seller), Unanimous Written Consent to Take Action in Lieu of Meeting of Board of Directors (Stock Sale) (Seller), Unanimous Written Consent to Take Action in Lieu of Meeting of Stockholders (Private Merger), Unanimous Written Consent to Take Action in Lieu of Meeting of Stockholders (Asset Sale), Unanimous Written Consent to Take Action in Lieu of Meeting of Stockholders (Stock Sale).