Incumbency Certificate For LLC Template for England and Wales

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Key Requirements PROMPT example:

Incumbency Certificate For LLC

"Need an Incumbency Certificate For LLC to verify our current officers and their signing authority for opening a new corporate bank account in London; certificate must list all three directors appointed since January 2025 and include their specimen signatures."

Document background
An Incumbency Certificate For LLC is typically required when a company needs to prove the authority of its officers to third parties, particularly in business transactions, opening bank accounts, or entering into significant contracts. The certificate, governed by English and Welsh law, provides formal verification of officer appointments, roles, and authority to act. It includes key company information, officer details, and may be supported by corporate documents and specimen signatures. While LLCs are more common in other jurisdictions, this document format is adapted for use with foreign LLCs operating in the UK or equivalent UK corporate structures.
Suggested Sections

1. Company Information: Legal name, registration number, registered office address of the company

2. Officer Details: Names, positions, and appointment dates of current officers of the company

3. Constitutional Documents: Confirmation of governing documents and their validity

4. Certification Statement: Statement certifying the accuracy of the information provided

5. Signature Block: Authorized signatory details and execution section

Optional Sections

1. Corporate Secretary Attestation: Additional verification by company secretary, included when extra authentication is required

2. Historical Officer Information: Details of past officers, included when historical verification is needed

3. Seal Verification: Confirmation of company seal, included when the company has an official seal

Suggested Schedules

1. Schedule 1 - Officer Specimen Signatures: Sample signatures of all current officers

2. Schedule 2 - Corporate Documents: Copies of relevant corporate resolutions or minutes supporting the certificate

3. Schedule 3 - Companies House Records: Recent company search results or filing history from Companies House

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Companies Act 2006: Primary legislation governing companies in the UK, covering company officers, record-keeping, and filing requirements. Essential for understanding corporate governance and compliance obligations.

Limited Liability Partnerships Act 2000: While primarily focused on LLPs, provides relevant principles for understanding limited liability entities in UK law, particularly useful when dealing with foreign LLC structures operating in the UK.

The Companies (Model Articles) Regulations 2008: Regulations setting out standard corporate governance structures and default articles of association for UK companies, important for understanding proper corporate authority and decision-making processes.

Company Directors Disqualification Act 1986: Legislation governing the eligibility and potential disqualification of company officers, crucial for verifying the status of individuals named in the incumbency certificate.

Companies House Requirements: Regulatory framework for company filing requirements, public records, and verification of company information. Essential for confirming the accuracy of officer appointments and company details.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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