A certificate signed by the secretary of a company (or, for an LLC without officers, a manager or managing member) and delivered at the closing of a transaction which certifies the names, titles, and signatures of the individuals executing the operative agreements and all other documents necessary for the completion of the transaction. If the incumbency of the secretary needs to be certified as well, one of the other officers must countersign the certificate.

The function of the incumbency certificate is to prove that the specified individuals are authorized to enter into legally binding transactions on behalf of the company.

An incumbency certificate may be a standalone certificate or included in the secretary's certificate. For examples of secretary's certificates that include incumbency, see the following Standard Documents: