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Incumbency Certificate For LLC

Incumbency Certificate For LLC Template for Netherlands

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Key Requirements PROMPT example:

Incumbency Certificate For LLC

"I need an Incumbency Certificate for LLC to open a new corporate bank account in Germany for our Dutch company, which must include specimen signatures of all three board members and verification of their appointment dates since March 2025."

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Document background
The Incumbency Certificate For LLC is a crucial corporate document in the Netherlands, required in various business contexts where formal verification of company authority is necessary. This document is commonly requested by banks, business partners, or foreign entities to confirm the legitimacy of company representatives and their authority to act on behalf of the Dutch LLC. It contains verified information from the Dutch Commercial Register (KVK) about the company's existence, its officers, and their powers. The certificate gains particular importance in international transactions where foreign parties need assurance about the company's representatives under Dutch law. It serves as a formal verification tool for due diligence processes, account openings, and significant business transactions where proof of authority is required.
Suggested Sections

1. Certificate Header: Formal heading identifying the document as an Incumbency Certificate, including date and company name

2. Certifying Authority: Identification of the person making the certification and their authority to do so (e.g., Company Secretary, Director, Notary)

3. Company Information: Basic details about the LLC including full legal name, registration number, registered office address, and date of incorporation

4. Company Status: Confirmation that the company is duly incorporated and existing under Dutch law, in good standing

5. Officer Details: List of current officers including directors and authorized representatives, with their full names, titles, and dates of appointment

6. Authority Verification: Statement of the officers' powers and authority to act on behalf of the company

7. Execution Requirements: Description of how documents must be executed to bind the company

8. Certification: Formal certification statement and signature block for the certifying authority

Optional Sections

1. Specimen Signatures: Include when requested by the receiving party - provides specimen signatures of authorized officers

2. Corporate Seal: Include if the company has and uses a corporate seal - verification of the authentic company seal

3. Bank Account Authority: Include when certificate is for banking purposes - specifies who has authority over bank accounts

4. Shareholder Information: Include when relevant to the purpose of the certificate - provides information about current shareholders

5. Power of Attorney References: Include when there are standing powers of attorney - lists current powers of attorney and their scope

Suggested Schedules

1. Extract from Commercial Register: Recent extract from the Dutch Commercial Register (KVK) showing company details and officers

2. Articles of Association: Copy or extract of current Articles of Association (Statuten) showing officer powers

3. Board Resolutions: Relevant board resolutions confirming current appointments and authorities

4. Specimen Signature Page: Page containing specimen signatures of all authorized officers mentioned in the certificate

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking and Financial Services

Legal Services

Corporate Services

International Trade

Real Estate

Manufacturing

Technology

Retail

Professional Services

Energy

Healthcare

Transportation and Logistics

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Treasury

Administration

Risk Management

Corporate Secretariat

International Business

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Director of Operations

Corporate Governance Officer

Risk Manager

Treasury Manager

Company Director

General Counsel

Administrative Officer

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Contains the fundamental rules governing legal entities in the Netherlands, including provisions about company formation, management structure, and representation authority
Commercial Register Act (Handelsregisterwet): Regulates the registration of businesses and legal entities in the Netherlands, including requirements for documenting company officers and representatives
Commercial Register Decree (Handelsregisterbesluit): Provides detailed regulations regarding the registration of companies and maintenance of company information in the Commercial Register
Trade Register Act (Wet op de Kamer van Koophandel): Governs the operation of the Chamber of Commerce and the Trade Register, including provisions about company verification and documentation
EU Regulation 2016/1191: Promotes the free movement of citizens by simplifying the requirements for presenting certain public documents in the European Union, including company certificates
Dutch Money Laundering and Terrorist Financing Prevention Act (Wwft): Requires verification of company representatives and ultimate beneficial owners, which may need to be reflected in incumbency certificates
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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