Form an offshore company
Company documents, explained

Certificate of incumbency: what it shows, who issues it

Updated 13 November 202615 jurisdictionsAbout 11 minutes to read
The short answer

A certificate of incumbency is a signed statement of who currently runs a company: its directors and officers, usually its shareholders and registered office, on a stated date.

For an offshore company it normally comes from the registered agent, because the public registry holds few names. A few registries issue one themselves. For a US LLC, the company certifies it itself.

Who issues it where Apostille or legalisation?
Freshness matters 12 months the oldest incumbency certificate one Gulf bank's published checklist accepts Mashreq asks for one issued within the last year when the company is more than a year old. Payment providers often want it newer. Order it close to the date you apply.

Someone has asked your company for a certificate of incumbency: a bank, a payment provider, an exchange, a buyer or a government office abroad. You need to know who can issue it, how much it costs, how long it takes and whether it needs a stamp before it's accepted in another country. Here is the answer for every jurisdiction we form companies in, using the registries' own fee schedules where they publish one.

Key takeaways

  • An incumbency certificate answers "who can act for this company today?" A good standing certificate answers "does it exist and is it up to date with the registry?"
  • In the BVI, Seychelles, Nevis and the Bahamas it is issued by the registered agent at the agent's own price. There is no government fee.
  • Some registries issue one directly: Cayman CI$150, Belize US$50, Malta EUR 20. Cyprus sells separate certificates for directors and shareholders at EUR 20 each.
  • US LLCs get no incumbency from the state. The manager or member signs an officer's certificate, usually before a notary.
  • Sending it abroad? Countries in the Hague Convention accept an apostille. The UAE and Malaysia are not parties, so a document for them needs legalisation.
  • Banks treat it as an identity document for the company, so most want one issued within the last 3 to 12 months.
Chapter 1

What is a certificate of incumbency, and what does it show?

"Incumbent" means the person who holds an office now. A certificate of incumbency (also called an incumbency certificate, register of incumbency or, in the US, an officer's or secretary's certificate) is a dated statement listing those office holders, signed by someone with access to the company's own registers. Its job is to let a stranger, usually a bank, rely on the names without seeing the registers themselves.

Example Registered Agent LtdRoad Town, Tortola, BVI

Certificate of Incumbency

1We certify that Example Holdings Ltd, company number 2109876, was incorporated in the British Virgin Islands on 13 November 2026 and is in good standing on the register.

2Registered office and agent: Example Registered Agent Ltd, Road Town.

3DirectorsAppointed
A. N. Example13 Nov 2026
4ShareholdersShares
A. N. Example50,000 ordinary

5Authorised capital 50,000 shares of US$1.00. No charges registered.

6Dated 20 November 2026.

7Authorised signatory
For the registered agent
  1. Identity of the company: exact name, number, place and date of incorporation, often a line on its status.
  2. Registered office and agent, so the reader knows where official notices go.
  3. Directors and, where the company has them, officers such as secretary or president, with appointment dates.
  4. Shareholders and their holdings. Not every certificate includes them; ask if your bank needs it.
  5. Capital and charges: authorised or issued shares, and any registered security over assets.
  6. The date the facts are true on. This is what makes a certificate "fresh" or "stale".
  7. Signature and seal of the agent, registrar or company officer who issued it. Some readers also want the beneficial owners listed.

An invented example. Real certificates vary by agent and registry; there is no single statutory form in most places.

1
Key takeaway

It is a snapshot of who runs the company on one date, signed by someone who can see the registers. Check the date and the list before you send it.

Chapter 2

Who issues a certificate of incumbency in each jurisdiction

The issuer depends on where the company's registers are kept. Where the registry holds the directors and shareholders, it can certify them. Where they sit with the registered agent, the agent certifies. Pick a jurisdiction:

Issuer finder

Government fees only where the registry publishes them. Agent prices are set by each agent and are not public.

The pattern is easy to remember. Private registries mean agent certificates: the BVI, Seychelles, Nevis, the Bahamas and the Marshall Islands keep owners off the public file, so only the agent can certify them. Registries that hold the names can certify them: Cayman, Belize, Malta and Cyprus. And in the US, the company speaks for itself, with a notary to confirm the signature.

2
Key takeaway

Ask whoever holds the registers. Offshore that is usually your registered agent; in the US it is you, in front of a notary.

Chapter 3

Certificate of incumbency vs certificate of good standing

People ask for one when they mean the other, and banks often want both. The difference is the question each answers:

Certificate of incumbencyCertificate of good standing
AnswersWho are the directors, officers and shareholders today?Does the company exist and is it current with fees and filings?
Usually issued byRegistered agent, some registries, or the company itselfThe registry, almost always
Names people?Yes, that is the pointRarely. Some list the agent and office
Fails whenA director or shareholder changesA fee or filing is late, or strike off starts
Typical useBank and payment KYB, signing powers, share salesBank KYB, contracts, licences, proving existence abroad

Good standing certificates have published registry fees almost everywhere. A few from our country files:

FreeWyoming, printed online from the Secretary of State
US$15Belize, from the BCCAR
US$50Delaware short form
US$100BVI, from the Registrar (s.235)
CI$150Cayman, same fee as incumbency
GBP 15Guernsey, electronic
GBP 51Jersey, online standard
Rs 100Mauritius, within 3 working days

Which one do you need?

3
Key takeaway

Incumbency names the people; good standing vouches for the company. When a bank says "corporate documents", it usually wants both, recent.

Chapter 4

Apostille and legalisation of a certificate of incumbency

A certificate signed in Road Town means little to a bank in Lisbon or a ministry in Dubai unless someone vouches for the signature. There are two routes, and the country receiving the document decides which one:

  • Apostille. If both countries belong to the 1961 Hague Apostille Convention, one certificate from the issuing country's competent authority is enough. The convention is in force in more than 120 countries, including the UK and its territories, the US, the EU, Switzerland, Panama, Seychelles, Belize, Mauritius, the Marshall Islands, St Kitts and Nevis, Bahrain and, since November 2023, mainland China.
  • Legalisation. If the receiving country is not a party, the document goes up a chain: a notary, then the issuing country's foreign ministry or equivalent, then the receiving country's embassy or consulate, and often its foreign ministry on arrival. The UAE and Malaysia are not parties. Thailand joins on 28 February 2027.

An agent's certificate is a private document, so it is usually notarised first; the apostille then certifies the notary's signature. Gibraltar's apostille office, for example, asks for the notary's signature first.

You are sending it to pick a country
1. CertificateAgent, registry or company signs
2. NotaryCertifies a private signature
3. ApostilleIssuing country's competent authority
4. Foreign ministryIssuing country, for legalisation
5. EmbassyOf the receiving country

Who issues the apostille in the places we work

BVIDeputy Governor's Office, Road Town, usually after Registry certification
JerseyPassport Office: GBP 40 standard, about one working day; GBP 85 same day
GuernseyHM Greffe, not the Registry
Isle of ManCourts of Justice, Douglas
GibraltarDepartment of Immigration and Home Affairs; notary signature first
PanamaMinistry of Foreign Affairs, B/.2; e-apostille since 27 May 2025
SeychellesMinistry of Foreign Affairs and other listed authorities
MauritiusApostille Section, Prime Minister's Office
CyprusMinistry of Justice and Public Order
US statesThe Secretary of State of the state where the notary is commissioned
4
Key takeaway

The receiving country picks the route. Hague member: notary plus apostille. Not a member, like the UAE: the longer legalisation chain.

Chapter 5

When banks ask for a certificate of incumbency

A bank must identify a company and the people behind it before it opens an account. For a company formed where the registry shows few names, the incumbency certificate is how it sees the directors and shareholders. Hong Kong's bank regulator lists it among the documents banks may use to identify a corporate customer, alongside a certificate of incorporation, a registry report and a certificate of good standing.

Opening the account

Most offshore company applications list it. Mashreq wants one issued within 12 months for a company over a year old. See the offshore bank account guide.

A company that owns a company

When a BVI holding company owns your Hong Kong or US company, the bank looks through it and asks for the parent's incumbency too. See Hong Kong bank accounts.

Periodic reviews

Banks refresh files every year or two and after changes. A new director means a new certificate.

Exchanges and EMIs

Crypto exchanges and payment firms doing business verification ask for the same set, often under 3 to 6 months old.

Signing a contract

A counterparty wants proof the person signing is a director. An incumbency certificate plus a board resolution does it.

Checking a counterparty

Our company search pages show how to ask a BVI or Seychelles company for one, because the registry won't show you owners.

5
Key takeaway

Treat it like a passport for the company: needed at account opening, refreshed at reviews, and replaced whenever the people change.

Chapter 6

How to order one, and how long it takes

  1. Ask the requester exactly what they need. Shareholders listed or not? Beneficial owners? Maximum age? Original or scan? Apostille or legalisation, and for which country?
  2. Check your registers are current. The certificate repeats what the registers say. Fix any director or share change first, or the certificate will be wrong on day one.
  3. Order from the issuer. Your registered agent offshore, the registry where it issues one, or sign it yourself for a US LLC.
  4. Add the stamps. Notary, then apostille or the legalisation chain for the receiving country.
  5. Send it while it's fresh. Time the order so the date is inside the requester's window.

Published turnaround times are rare. Where they exist: UAE free zones say 1 to 5 working days through the company's zone account; Mauritius issues good standing within 3 working days; Jersey's apostille takes about one working day. Agents set their own timing, and couriering originals adds days. If you form with us, ask for the certificate when you order, so it can be prepared with your company documents.

6
Key takeaway

Most delays come from stamps and couriers, not the certificate. Ask for the full requirement before you order.

Chapter 7

Certificate of incumbency questions, answered

?!
Who issues a certificate of incumbency?
Offshore, usually the registered agent, because it keeps the registers. Some registries issue one directly (Cayman, Belize, Malta). For a US LLC or corporation, an officer, manager or the company secretary signs it, often before a notary.
What is another name for a certificate of incumbency?
Incumbency certificate, register of incumbency, officer's certificate, secretary's certificate or, in some places, a certificate of directors and shareholders. In Cyprus the registry sells separate certificates of directors and secretary, shareholders and registered office.
How long is a certificate of incumbency valid?
It doesn't expire by law: it is true on its date until something changes. In practice the reader sets the limit. Banks commonly accept 3 to 12 months; Mashreq's published checklist says within a year for an established company.
Is a certificate of incumbency the same as a certificate of good standing?
No. Incumbency lists the people who run and own the company. Good standing confirms, from the registry, that the company exists and is up to date with its fees and filings. They are often requested together.
Does a certificate of incumbency show the beneficial owner?
Not always. It shows registered shareholders, which may be a nominee or a holding company. If the bank needs the beneficial owner, ask the agent to add them, or provide a separate ownership declaration. See the UBO register guide.
Can I write my own certificate of incumbency?
For a US company, yes: an officer or manager signs it from the company's own records, and a notary confirms the signature. For an offshore company, banks expect it from the registered agent or registry, because the point is an independent confirmation.
Do I need an apostille on a certificate of incumbency?
Only if the receiving country asks for one. If it is a Hague Convention country, notarise the certificate and add an apostille in the issuing country. If not, such as the UAE, follow the legalisation chain through the embassy.
Cite this guideHeirson (2026). "Certificate of incumbency: what it shows, who issues it, and when you need an apostille." https://heirson.com/certificate-of-incumbency/ (updated 13 November 2026).

Changelog

  • 13 November 2026: first published.
  • 13 November 2026: official sources linked inside the text.
Documents that open accounts

Form the company, and get the papers banks ask for.

We form offshore companies and US LLCs and arrange the incumbency and good standing certificates your bank or partner asks for.

Compare offshore companies Bank account documents