Officer's Certificate (Incumbency) for Acquisitions and Lending

Summary

This precedent is a certificate signed by an Officer of the Corporation to provide disclosure and evidence of who are the Officers and Directors of the Corporation. Occasionally, it might also disclose who the major Shareholders are. It is intended to provide a record of corporate information for possible Lenders and Legal Counsel for reference purposes and to confirm the requirements for duly authorizing certain documents by including incorporation documents and by-laws. This precedent contains practical guidance and drafting notes. All corporations must keep records of their actions via a minute book. The minute book should, among other things, contain an up-to-date and accurate account of the ongoing activities of the Corporation including the current list of Directors, major Shareholders and Officers. The corporation may be asked by the Lending Party (such as a Bank, Financial Institution or other entity) to provide what is sometimes called an "Incumbency Certificate" to list out ...