Certificate of Incumbency Template: Delaware Corp and LLC

A certificate of incumbency is a one-page document your company signs to confirm who holds office right now and what their signatures look like. For a Delaware corporation the Secretary signs it; for a Delaware LLC, which has no Secretary in its statute, the sole member or a manager does. Download our two free templates below, one for each entity type, each with filled samples for fictional Canadian and Australian founders.

Why it matters: a bank won’t let anyone move your company’s money until it knows who can sign. HSBC Hong Kong’s checklist for overseas-incorporated companies, for example, asks for a certificate of incumbency issued within 6 months, plus a board resolution naming the signers and their specimen signatures (HSBC). Send a stale or badly drafted one and you start the review again.

Checked on 4 Nov 2026. Sample, not legal advice.

Download the templates

• Certificate of incumbency template, Delaware corporation (DOCX): Secretary-signed certificate with a second-officer countersignature, board banking resolution (written consent), bank/KYC checklist, and two filled samples: Maplestone Robotics, Inc. (two founders in Montreal and Toronto) and Saltbush Analytics, Inc. (a solo founder in Sydney holding every office).
• Certificate of incumbency template, Delaware LLC (DOCX): signed by the sole member, managing member or manager, with a member/manager banking consent, the same checklist, and two filled samples: Northshore Data LLC (single member in Vancouver) and Coral Coast Labs LLC (two members in Brisbane and Perth, manager-managed).

Every field to fill is a highlighted [BRACKET], and shaded drafting notes give the Delaware statute behind each choice. All names, companies and file numbers in the samples are fictional.

What goes in a certificate of incumbency

There’s no official Delaware form, so the content comes from what banks ask for. Citi’s own incumbency form has the Secretary certify that the listed people “have been elected and have duly qualified as, and on this day are, officers” of the company, with a table of name, title, email address and signature specimen (Citi). Coinbase’s institutional onboarding FAQ says a certificate of incumbency should at minimum show the entity’s name and address, its place of incorporation, and the current directors, officers and beneficial owners “if any” (Coinbase).

Our templates cover all of that in five numbered items:

Add a stockholder or member ownership table only if the institution asks for beneficial owners. An incumbency certificate is about who holds office, not who owns the company.

Who signs: corporation vs LLC

This is the part generic templates get wrong, because they assume every company has a Secretary.

Delaware corporation: the Secretary, countersigned

Under 8 Del. C. § 141(a), a corporation’s business is managed by or under the direction of its board. Section 142(a) then requires the corporation to have the officers its bylaws or board resolutions provide, and says “one of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose” (8 Del. C. §§ 141, 142). That officer is usually called the Secretary, and because they keep the minute book, they’re the natural person to certify who was elected.

Two details from § 142 matter for small teams:

• One person can hold every office “unless the certificate of incorporation or bylaws otherwise provide” (§ 142(a)). A solo founder can be CEO, President, Secretary and Treasurer.
• Officers serve until a successor is elected and qualified, or until they resign or are removed (§ 142(b)). If a co-founder leaves, your certificate is out of date the day they resign. Issue a new one.

A Secretary shouldn’t be the only person vouching for their own signature, so the template adds a short certification by a second officer. In the Saltbush sample, where one founder holds every office, there’s no second officer, so the countersignature is deleted and a notary block is left for a bank that wants one.

Delaware LLC: the member or manager

The Delaware LLC Act doesn’t create officers at all. Under 6 Del. C. § 18-402, unless the LLC agreement says otherwise, management is vested in the members in proportion to their share of profits (more than 50% controls), or in the manager or managers if the agreement provides for them. The same section adds: “Unless otherwise provided in a limited liability company agreement, each member and manager has the authority to bind the limited liability company” (6 Del. C. § 18-402).

So:

• Single-member LLC: the sole member signs. That’s the Northshore Data sample.
• Manager-managed LLC: a manager signs, and in our Coral Coast Labs sample the other member confirms it.
• Officers in an LLC (a “CEO” or “CTO”) exist only because the LLC agreement creates the role or a member or manager delegates powers to them. Section 18-407 allows delegation to “agents, officers and employees.” If you list an officer, cite the clause that appoints them.

If your LLC agreement is silent on signing authority, fix that first. Our non resident LLC operating agreement template has a management clause you can point to.

What banks ask for alongside it

The incumbency certificate rarely travels alone. Here’s the pack the checklist page of each DOCX walks through, with where each request comes from:

The good standing point is the one that confuses founders. Delaware’s Division of Corporations issues a short-form Certificate of Status that “includes the name of the entity and the status at the time the certificate is issued,” and a long-form Certificate of Good Standing listing filed documents (Delaware Division of Corporations). Neither names your officers or managers, so the state can’t tell a bank who’s allowed to sign. Your company has to.

Not every provider asks for an incumbency certificate. If a bank sends its own form, sign that one instead of ours, because their compliance team has already approved its wording.

Banking resolution wording

Page 3 of each DOCX is a short resolution you can sign before the certificate:

• Corporation: an action by unanimous written consent of the board. Under § 141(f), unless the certificate of incorporation or bylaws restrict it, the board can act without a meeting if every director consents in writing or by electronic transmission, and the consent is filed with the minutes.
• LLC: a written consent of the sole member, all members or the managers. Section 18-404(d) lets managers act by written consent without a meeting unless the LLC agreement says otherwise.

Both name the provider, the signers, whether they act alone or jointly, and an optional two-signer threshold for large payments. If you’re opening a US account as a non-resident, our Mercury for non-US residents guide covers the rest of that application.

Worked example: two founders, one leaves

Maplestone Robotics, Inc. (fictional) is a Delaware corporation with two directors: Élise Fortin in Montreal (CEO and President) and Daniel Okafor in Toronto (Secretary, CFO and Treasurer). Their board consent lets either officer sign alone, except that any payment over US$50,000 needs both.

1. Daniel, as Secretary, signs the certificate listing both directors and both officers with specimen signatures.
2. Élise countersigns, certifying Daniel is the Secretary and his signature is genuine.
3. They attach the board consent, the Certificate of Incorporation, the Bylaws and a fresh Delaware status certificate.

Now say Daniel resigns. Under § 142(b) he can resign at any time on written notice, and under § 142(e) the vacancy is filled as the bylaws provide, or by the board. The board appoints Élise as Secretary too. The old certificate is wrong from the day the resignation takes effect, so:

• Élise signs a new certificate as Secretary.
• She now holds every office, so there’s no second officer to countersign. The Saltbush page shows how that version reads.
• The bank gets the new certificate, a board consent removing Daniel as a signer, and probably a request for a notary.

If you have a bank whose checklist asks for documents “issued within 6 months,” as HSBC’s does, put a renewal date in your calendar even if nothing changes.

Notarization and apostille

Delaware law doesn’t require a certificate of incumbency to be notarized. Some institutions ask anyway, and a foreign bank or registry may ask for an apostille.

The catch for founders abroad: Delaware’s Division of Corporations can apostille or authenticate only documents signed by a Delaware notary or a Delaware public official. It won’t apostille documents notarized outside Delaware, and it won’t accept documents “notarized remotely or electronically” (Delaware Division of Corporations). An apostille is for countries in the Hague Convention; other countries need an authentication instead, sometimes followed by the US Department of State.

So if you sign in Montreal or Melbourne in front of a local notary, Delaware can’t apostille it. Ask the receiving bank exactly what it accepts (local notary, consular notarization, or an apostille from the place the notary is commissioned) before you book anything. State documents such as your certificate of good standing are a different matter: Delaware certifies those itself, and each filed document needing an apostille must be certified separately.

How to fill it in

1. Copy the exact legal name, date and file number from your Certificate of Incorporation or Formation. Use the same spelling on every document in the pack.
2. Pick the template for your entity. Delete the other one.
3. List directors (corporation) or members (LLC) exactly as your records show them.
4. List only people who actually hold office, and cite where their authority comes from: bylaws, board consent, or an LLC agreement clause.
5. Choose “alone” or “two jointly” and make it match the resolution.
6. Have each signer sign the specimen box in ink or by an e-signature the bank accepts.
7. Countersign (second officer or member), or delete that block if you’re solo.
8. Date it and keep a copy in your minute book. Reissue it whenever an officer, manager or signer changes.

Choosing between the two entity types in the first place? See Delaware C corp vs LLC for startups. More guides on running a US company from abroad are in the US company setup hub.

This is general information, not legal advice. Confirm with a US corporate lawyer for your situation, and follow your bank’s own form if it provides one.