How To Get A Certificate of Incumbency in the UK

What is a Certificate of Incumbency?

A Certificate of Incumbency, essentially provides a snapshot of your company’s current status and its key personnel. It typically includes the following information:

Full legal name of the company
Company registration number
Registered office address
Jurisdiction of incorporation
Details of directors (names, addresses, nationalities, positions)
Details of shareholders (names, addresses, percentage of shares held)
Date of the certificate

Certificates of Incumbency are more prevalent in civil law countries, or where there isn’t a formal companies registry.

For example in the BVI, it is the role of the Registered Agent to maintain the statutory records of companies.

For territories such as this, the Registered Agent will produce a Certificate of Incumbency showing the vital information of the company.

How can I get a Certificate of Incumbency in the UK?

The UK doesn’t have an official “Certificate of Incumbency” document per se. So you can be forgiven for scratching your head and wondering what this document is.

For that reason, there are varying methods of producing one.

The most important piece of advice, we as Notaries, can give is for you to ask the intended recipient as to what they require the Certificate to say and what format it should be in. That way, you can be sure to meet the necessary requirements.

The company can produce one themselves prepared for and signed by a Director or, if there is an international dimension to the transaction, a Notary Public can be called upon to prepare the Certificate of Incumbency, gathering the relevant information from Companies House or from the Company Secretary or Directors.

Alternatively, a Certificate of Good Standing can be obtained from Companies House and submitted instead, which confirms that the company is legally registered and has met its statutory obligations.

Do you need a Certificate of Incumbency?

Give us a call us today on +442074992605 or email us on notary@notarypubliclondon.co.uk and our expert team will walk you through what you need to do.

Why You Might Need a Certificate of Incumbency

You might need an Apostille for a Certificate of Incumbency in the following scenarios:

When establishing trade relationships or entering into contracts with businesses in other countries.
Opening an overseas bank account: To satisfy the bank’s due diligence requirements and prove the legitimacy of your company.
Opening an office overseas – to register your company in a foreign jurisdiction and comply with local regulations.
Property transactions – to confirm the identity and authority of the company involved in the transaction.
Legal proceedings – to use the certificate as evidence in a foreign court.

The recipient wants to know that your company is in existence and in good standing. Normally these requests come from territories where Certificates of Incumbency are the documents used to establish these facts.

Why You Might Need a Notary and an Apostille for a Certificate of Incumbency

A Notary Public has a crucial role in preparing and certifying Certificates of Incumbency. If you’re unsure as to what a Notary is, visit our Guide to Notaries page.

Here are a few ways Notaries can help:

Researching the vital information of the company. Taking the information from Companies House, the Directors and Company Secretary or both and preparing the document as per the requirements requested.
Draft Certificates of Incumbency – ensuring the document meets the necessary requirements which may require specific wording, layout or language requirements.
Certifying Authenticity – If it is a Director or Company Secretary providing the information, they will normally have to sign a declaration stating the information is correct. The Notary will check their credentials as company officers, establish their identity and attest their signatures. If the information comes from Companies House, the Notary will authenticate this information by performing a company search.
The Notary will know the nuances of the particular territory involved and help you to meet all the requirements such as getting an Apostille or Consulate Stamp.

What is an Apostille?

Countries that are part of the Hague Apostille Convention, require an Apostille certificate to prove the legitimacy of foreign documents.

An Apostille is issued by the UK Government Legalisation Office and is a certificate that authenticates that the Notary who signs a document is a legitimate Notary in the UK.

We have a counter service with the Legalisation Office and can obtain and turnaround the Apostille on a next day basis. Please see our Apostille Service for full details.

Doing business with the UAE and non Hague Convention Countries

If you are doing business with a country that is not party to the Hague Convention on Apostilles you will probably need to get a consulate stamp on your documents as well.

We will be able to guide you through this process if necessary, see our Country Guide for more details.

Get the process started

If you’ve been asked to provide a Certificate of Incumbency, these are the steps we will take you through

Tell us what you have been asked to provide.
We will assess what documents are needed and ask for these
If you need to authenticate a certificate of incumbency from a Registered Agent, we will have to establish communication with them to verify the document.
If it is a hard copy document you will need to provide us with the original and a Director or Company Secretary must confirm it’s authenticity.
If you are need a Certificate of Good Standing we can get one from Companies House.
If you need us to draft the Certificate we will do so following the guidelines you have been given.
If you need an Apostille or Consulate Stamp, we can arrnage this for you.

Give us a call us today on +442074992605 or email us on notary@notarypubliclondon.co.uk to enquire about this service.

FAQ

Do UK businesses need a Certificate of Incumbency for international transactions?

Sometimes. You will normally be requested to provide one in the course of a transaction. If you do, give us a call and we will talk you through what you need to do.

What’s the difference between a Certificate of Good Standing and a Certificate of Incumbency?

A Certificate of Good Standing is an official certificate issued by Companies House. It confirms the company is legally registered, up to date with its filings and may include a list of Directors and other information. A Certificate of Incumbency is not issued by Companies House but is prepared by the person who maintains the statutory records of the Company. Authentication by a notary is often needed if there is an international element.

Can a Notary issue a Certificate of Incumbency in the UK?

Yes, in collaboration with the Director’s and/or Company Secretary, the notary can obtain and verify the information to be provided in the Certificate of Incumbency.

How long does it take to legalise a Certificate of Incumbency?

You can get an Apostille on a next day basis by using a Notary with access to the FCDO counter service. If you require a Consulate Stamp, times vary, consult our Country Guide for details.