Florida Certificate of Incumbency Requirements and Use

Key Takeaways

• A certificate of incumbency in Florida certifies the identities and official positions of a corporation’s officers and directors.
• This document is often required to verify authority for executing legally binding agreements.
• It typically includes the corporation’s name, officer titles, names, signatures, and may be notarized for foreign use.
• Apostilles or authentication certificates may be needed for international legal recognition.
• Certificates can include additional data such as appointment method, term duration, and board resolutions.

A certificate of incumbency Florida is a document that the secretary of a corporation must sign, certifying the officer(s') and director(s') identities.

Florida Certificate of Incumbency

Other names for a certificate of incumbency in the state of Florida include:

• Secretary certificate
• Incumbency certificate
• Register of directors

This official corporate document is typically issued by the corporation's secretary or president. A certificate of incumbency is commonly used to prove that a certain person holds the legal authority to engage in transactions that could be legally binding on behalf of the corporation.

Most certificates of incumbency used in the state of Florida will include certain information:

• Names of the members of the corporation's board of directors
• Name of the corporation
• Signature of the corporation's secretary
• Names of the corporate officers, along with the office each holds and the signature of each officer

You may need to use a certificate of incumbency if any of the following situations apply:

• You are in charge of the documentation of a corporation, serving as the administrative manager.
• You are incorporating a new business and need to provide identification of each of the corporation's officers.
• You are serving as a new officer for a corporation and wish to officially document your position.

This document may be used to show the authority of a corporation's officer in writing. For example, you could need a certificate of incumbency to open a foreign bank account. If you are working with an attorney, tax professional, or another type of agency, you may need to provide the document as well.

What a Certificate of Incumbency Includes

A Florida certificate of incumbency generally includes the following elements:

• The legal name of the corporation.
• A list of current officers and directors, including their titles.
• The signature of the corporate secretary or another authorized official.
• Official seal of the corporation (if applicable).
• Confirmation of whether the individuals were elected or appointed.
• The term of office for each individual listed.
• Optional: references to resolutions passed by the board confirming appointments.

These components provide formal verification of who holds the power to act on behalf of the corporation. The document may be customized depending on the intended use (e.g., for banks, regulatory bodies, or legal transactions).

When Is a Certificate of Incumbency Required?

A certificate of incumbency is commonly required in business situations that demand verified proof of authority. Common scenarios include:

• Opening a corporate bank account, especially in a foreign country.
• Registering with a regulatory body or government agency.
• Executing contracts with external parties, such as vendors or investors.
• Completing due diligence during a merger or acquisition.
• Applying for business loans or lines of credit.

Financial institutions, legal firms, and government bodies often rely on this certificate to validate who has signing authority or decision-making power in a corporation.

Understanding Apostilles and Authentication Certificates

If a corporation must notarize a document for use in a foreign country, the document may need to include an apostille. Also known as a certificate, an apostille is attached to the notarized document by an official in the government of the country in which the corporation signing the document is operating. Authentication certificates and apostilles offer validation of the signature and seal of the notary who notarized the document, allowing it to be accepted in another country. Both certificates also serve as validation that the notary held the appropriate commission at the time of signing.

When public documents must be transferred between countries and apply to the Hague Apostille Convention of 1961, they must include apostilles. A corporation can obtain an apostille from the state's notary commissioning agency or Secretary of State's office.

Based on information provided by the U.S. Department of State, certain documents often require authentication before they can be used in other countries. Some of these documents include:

• Articles of incorporation
• Affidavits
• Trademarks
• Agreements
• Certificates of good standing
• Company bylaws
• Extraditions
• Deeds of assignment
• Warrants
• Diplomas
• Transcripts
• Home study
• Single status
• Income verification
• Powers of attorney
• Adoption forms (for children living in a country that is different from where the adoptive parents live)
• Other general business documents

If a business or individual needs to make a request for an authentication certificate or apostille, the process must be done in writing. This request should be submitted to the notary commissioning authority in the state of Florida. Make sure your request contains the required information:

• The document's final destination
• An explanation of the need for the certificate of authentication or apostille
• The original document that requires an apostille or certificate, along with the notarial certificate
• A return envelope with postage paid addressed to either the final destination or the document custodian
• Any applicable fee ($10 per document, or $20 per document that is certified by the Clerk of the Court in the state of Florida)

Your request should also include a self-addressed, stamped envelope with your name and address listed as the recipient and the sender (or an air bill, if the address is located outside the U.S.)

Apostille vs. Authentication Certificate in Florida

While both apostilles and authentication certificates validate notarized documents for international use, they are used in different contexts:

• Apostille: Used when the destination country is a member of the Hague Apostille Convention. It verifies the authenticity of the notary and allows the certificate to be accepted abroad without further legalization.
• Authentication Certificate: Used for countries not part of the Hague Convention. These require additional steps, including U.S. Department of State verification and legalization through a consulate or embassy.

In Florida, both can be requested through the Department of State. It’s important to clarify the destination country's requirements before submission.

Certificate of Incumbency

One of the most commonly asked questions is the purpose of a certificate of incumbency. By completing this document, you certify the names and identities of all shareholders, directors, and/or officers of a corporation. This document helps to identify the individuals within a corporation who hold proper authority to enter into legal agreements on behalf of the organization. When working with third parties or external companies, you may need to provide this certificate before they will do business with your company.

How to Obtain a Certificate of Incumbency in Florida

To obtain a certificate of incumbency, follow these steps:

1. Determine who will issue the certificate – typically the corporate secretary or president.
2. Draft the document – include officer names, titles, and signatures.
3. Notarize the document – especially if it will be used internationally.
4. Request an apostille or authentication certificate – if needed for foreign use.
5. Submit the request – to the Florida Department of State with the required fee and documentation.

Some businesses use law firms or registered agent services to assist with drafting and notarizing the certificate correctly.

Frequently Asked Questions

1. What is the purpose of a certificate of incumbency?
   It verifies who holds official roles within a corporation and confirms their authority to act on the company’s behalf.
2. Is a certificate of incumbency required by law in Florida?
   No, but it is often requested by third parties such as banks, investors, or foreign agencies as proof of officer authority.
3. Who signs the certificate of incumbency?
   Typically, the corporation’s secretary or president signs and certifies the document.
4. Does the certificate of incumbency need to be notarized?
   Notarization is not required for domestic use but is essential for international use when obtaining an apostille or authentication.
5. How much does it cost to obtain an apostille in Florida?
   The fee is generally $10 per document or $20 if certified by the Clerk of Court.

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