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Certificate of incumbency

In certain situations whilst working with a company, certain interested parties such as business partners, bankers or government authorities in another country may request evidence of who are the current officers of the non-resident company so that they know who is entitled to represent it.

For such a purpose, there is a special document known as a certificate of incumbency.

In classic offshore jurisdictions this certificate is issued by the company’s registered agent. It should be noted that in many classic offshore jurisdictions the registered agent is a licensed professional and his operations are regulated in a similar manner to those of other participants of the financial market such as banks or financial institutions. Accordingly, in classic offshore jurisdictions the registered agent fulfils some of the functions that are imposed on the register of companies.

In other jurisdictions, in the event that there is no institution of the registered agent, an extract from the register of companies containing, inter alia, the data on the company’s officers may serve as a certificate of incumbency. The certificate will contain only the data that is entered in the register of companies.

As an example, a standard extract from the register of companies of the jurisdiction of Panama contains the data on the company’s directors, and hence may serve as a certificate of incumbency. However, it is well known that the registration of the shareholder data of Panamanian Sociedadas Anonymos is not considered in the register of companies, therefore the extract from the register of companies will not contain any shareholder data. In the event that the certificate of incumbency of a Panamanian company needs to contain shareholder data, only the classic certificate of incumbency issued by the registered agent will suit the purpose.