Does My Delaware Company Need a Certificate of Incumbency?

By Matthew Dochnal | Published November 9, 2023

If you have applied for a loan with your corporation as the borrower, you may have heard the term “Delaware Certificate of Incumbency”. What is a Delaware Certificate of Incumbency and when do you need one?


Navigating corporate documentation is crucial for business operations, especially when engaging in financial transactions or significant changes in company structure. The Delaware Certificate of Incumbency, an essential document, evidences a corporation’s current authoritative figures.

This article delves into the importance of the Certificate of Incumbency, outlining its purpose, when it’s necessary, and how it stands in relation to other corporate documents like the Certificate of Good Standing.

What Is a Delaware Certificate of Incumbency?

An officer of a corporation signs a Delaware Certificate of Incumbency to identify the current officers and directors of the corporation. This Certificate may also list the company’s current shareholders.

The Delaware Certificate of Incumbency differs from corporate minutes, Unanimous Actions of the Directors, and bylaws. It is an internal statement of the corporate officer representing a snapshot in time to express what individuals currently are held-out with authority of an officer to act.

Overtime, corporations often reorganize or restructure their management. While lenders may ask for organizational documents of the company that state who was in charge at the beginning, the lender also wants to know who is in charge now. The Certificate of Incumbency details changes that have occurred since the entity’s initial organization.

The Secretary or President of the Corporation signs the Certificate of Incumbency. The Certificate can also undergo notarization to verify its authenticity, enabling recording in a public record.

When Does My Delaware Company Need a Certificate of Incumbency?

A Certificate of Incumbency is often requested when completing certain business functions, such as: 

  • Establishing a bank account, 
  • obtaining financing from a lender, 
  • selling off all stock or assets, or 
  • engaging in large business transactions.

Does a Certificate of Incumbency Need to be Filed?

No, companies do not need to file their Certificate of Incumbency with the state. An authorized Officer prepares and executes a Certificate of Incumbency, a private legal document not filed with the state of incorporation.

Do LLCs Need a Certificate of Incumbency?

A limited liability company (LLCs) can produce a Certificate of Incumbency if necessary. An LLC manager or officer signs a Certificate of Incumbency. It is a snapshot in time expressing what natural persons or entities currently are the officers, managers and members of the LLC.

Certificate of Incumbency vs. Certificate of Good Standing 

llc membership certificateA Certificate of Incumbency and Certificate of Good Standing are two types of corporate documents that service completely different purposes. 

A state government issues a Certificate of Good Standing. This certificate confirms that a corporation or LLC is:


  1. Duly formed under the state’s incorporation laws,
  2. Has met all its legal obligations, such as submitting annual reports, and 
  3. Has paid all necessary state taxes on time.

A Certificate of Incumbency is like a current directory of your company’s leadership. It names the individuals who have the authority to act on behalf of the company. A company officer actively prepares and signs this document.

Conversely, the Certificate of Good Standing serves as validation from the state that your business is compliant with applicable laws and regulations. It is a formal endorsement from the state.

The Certificate of Incumbency is helpful when you need to authenticate the identity and authority of the people managing your company’s affairs. This is typically required when opening new bank accounts or securing corporate financing.

The Certificate of Good Standing, however, is often necessary when a company seeks to register to do business in other states or needs to reaffirm its legitimacy and adherence to state laws for various business engagements.

To summarize, the Certificate of Incumbency provides verification of who currently has decision-making power within the company, whereas the Certificate of Good Standing assures that the company itself has maintained good legal standing with the state.


When deciding where to form your company, consider that Delaware has advantages over your home state that may benefit you. Go