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.
This workflow is applicable across multiple practice areas and use cases
Banks and lenders universally require Certificates of Incumbency to verify that corporate officers executing loan documents have proper authority to bind the borrowing entity.
This is one of the most common uses of incumbency certificates, as financial institutions mandate them for virtually all commercial lending transactions to confirm signatory authority.
Certificates of Incumbency are essential closing documents in M&A transactions to verify corporate authority of signatories and confirm officer status for executing transaction documents.
M&A attorneys require these certificates at closing to ensure proper corporate authorization and to satisfy due diligence requirements for buyers, sellers, and financing parties.
Corporate finance transactions require Certificates of Incumbency to verify officer authority when issuing securities, establishing credit facilities, or executing financing agreements.
Investment banks, underwriters, and investors require these certificates to confirm that corporate representatives have proper authority to execute financing documentation and bind the company.
VC and PE firms require Certificates of Incumbency at investment closings to verify that portfolio company officers executing subscription agreements and related documents have proper corporate authority.
These certificates are standard closing deliverables in venture capital and private equity investments to satisfy investor due diligence and ensure valid execution of investment documentation.
Asset purchase agreements require Certificates of Incumbency to confirm that officers signing on behalf of the selling or purchasing entity have authority to execute the transaction documents.
Both buyers and sellers in asset transactions need to verify corporate authority of signatories, making incumbency certificates a standard closing deliverable alongside other corporate governance documents.
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.
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.
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.
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.