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Certificate of Incumbency

Draft Certificates of Incumbency in Minutes with AI

8 minutes with CaseMark

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Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

8 minutes with CaseMark

What you'll need

  • Corporate Bylaws or Operating Agreement
  • Articles of Incorporation or Certificate of Formation

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

Preparing Certificates of Incumbency manually requires meticulous attention to detail, cross-referencing multiple corporate documents, and formatting complex officer tables with signature specimens. Corporate attorneys and paralegals spend hours ensuring accuracy in certifications, verifying current bylaws and resolutions, and coordinating with corporate secretaries to gather all necessary information.

Preparing Certificates of Incumbency is time-consuming and error-prone, requiring careful review of corporate records, precise formatting, and perfect consistency across multiple documents. Banks and counterparties often reject certificates with even minor discrepancies, causing transaction delays and requiring complete redrafting.

CaseMark automates the entire drafting process by extracting officer information from your corporate documents, ensuring accurate legal names and titles, and generating properly formatted certificates that meet third-party requirements. The AI verifies consistency across all exhibits and includes all required certifications for immediate execution.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Document Header with Corporation Name

  • Secretary's Certification Statement

  • Bylaws Certification

  • Board Resolutions Certification

  • Officer Incumbency Table with Signatures

  • Third-Party Reliance Statement

  • Execution Block with Secretary Signature

What it handles

  • Document Header with Corporation Name

  • Secretary's Certification Statement

  • Bylaws Certification

  • Board Resolutions Certification

  • Officer Incumbency Table with Signatures

  • Third-Party Reliance Statement

  • Execution Block with Secretary Signature

Required documents

  • Corporate Bylaws or Operating Agreement

    Current governing documents showing corporate structure and officer authority

    PDF, DOCX, DOC

  • Articles of Incorporation or Certificate of Formation

    Founding documents with exact legal name and jurisdiction of incorporation

    PDF, DOCX

Supporting documents

  • Board Resolutions or Written Consents

    Authorizing resolutions for specific transactions or officer appointments

    PDF, DOCX

  • Prior Certificates of Incumbency

    Previous certificates to maintain consistency in format and specimen signatures

    PDF, DOCX

  • Third-Party Requirements or Bank Forms

    Specific certification requirements from financial institutions or counterparties

    PDF, DOCX, EMAIL

  • Corporate Minutes or Officer Records

    Documentation of current officers, directors, and their appointment dates

    PDF, DOCX

Why teams use it

Generate complete Certificates of Incumbency in 8 minutes vs. 2.5 hours manually

Automatically extract and verify officer information from corporate records

Ensure consistent formatting and language across all corporate certifications

Reduce errors in bylaws and resolution references with AI-powered verification

Streamline corporate governance workflows for law firms and in-house legal teams

Questions

What is a Certificate of Incumbency and when is it required?

A Certificate of Incumbency (also called a Secretary's Certificate) is an official corporate document that certifies the current officers and directors of a corporation and their authority to bind the company. It's routinely required by banks for opening accounts or obtaining loans, by investors in financing transactions, and by counterparties to significant contracts who need to verify that individuals signing on behalf of the corporation have legitimate authority to do so.

How does CaseMark ensure the certificate includes accurate officer information?

CaseMark analyzes your uploaded corporate documents—including bylaws, board resolutions, and corporate minutes—to extract precise information about current officers and directors, their full legal names, official titles, and appointment dates. The AI cross-references this information across multiple documents to ensure consistency and flags any discrepancies for your review before generating the final certificate.

Can the certificate be customized for specific bank or third-party requirements?

Yes, CaseMark can incorporate specific requirements from financial institutions or other third parties. You can upload bank forms, instruction letters, or checklists, and the AI will ensure the certificate includes all required certifications, such as beneficial ownership statements, taxpayer identification numbers, or specific authorization language. The system adapts the format and content to meet these specialized requirements while maintaining legal accuracy.

What exhibits are typically included with a Certificate of Incumbency?

Standard exhibits include the corporation's Bylaws or Operating Agreement (Exhibit A) and relevant Board Resolutions authorizing the specific transaction or granting officer authority (Exhibit B). Additional exhibits may include the Articles of Incorporation, prior certificates for consistency, or specific authorizations required by the requesting party. CaseMark automatically assembles and labels all exhibits in the proper order with appropriate cover pages and certification language.

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