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A Certificate of Incumbency proves who holds official positions within a company or organization. In New Zealand, banks, lawyers, and business partners often request this document when they need to verify who can legally act on behalf of a company, especially during major transactions or when setting up new business relationships.

The certificate lists key details about a company's directors, officers, and sometimes shareholders, including their names, roles, and appointment dates. Companies commonly need this when opening bank accounts, signing contracts overseas, or proving their authority to make decisions. While not strictly required under NZ Companies Act, it's widely accepted as a standard way to confirm corporate leadership.

Get your Certificate of Incumbency ready when your company needs to prove who's authorized to make decisions. Banks in New Zealand typically require one before opening corporate accounts or approving business loans. You'll also need it when dealing with overseas partners who want verification of your company's leadership structure.

The certificate becomes essential during major business moves like signing international contracts, transferring shares, or setting up subsidiary operations. Many NZ companies prepare these certificates ahead of time, especially when planning offshore expansion or expecting due diligence requests from potential investors or business partners.

• Basic Corporate Certificate: Lists directors, officers, and key shareholders - commonly used for bank account openings and local business dealings in NZ
• International Format: Includes apostille certification and expanded company details - essential for overseas transactions and foreign business relationships
• Shareholder-Focused Version: Emphasizes share ownership details and voting rights - useful for investor relations and capital raising
• Simplified Board Certificate: Focuses solely on board members and their roles - perfect for straightforward governance verification
• Comprehensive Corporate Profile: Combines incumbency details with broader company information - ideal for due diligence processes

• Company Directors: Sign and authorize the certificate, confirming their positions and decision-making authority
• Corporate Secretaries: Prepare and maintain these certificates, ensuring accuracy of officer information
• Banks and Financial Institutions: Request certificates when opening accounts or approving business loans
• International Business Partners: Rely on these documents to verify who can legally represent NZ companies
• Legal Professionals: Draft and review certificates, especially during major transactions or due diligence
• Company Shareholders: May need verification of their ownership status and voting rights

• Company Details: Gather your NZBN, incorporation date, registered office address, and business structure
• Leadership Information: Collect full names, positions, appointment dates of all directors and officers
• Share Details: Document current shareholding structure if including ownership information
• Supporting Documents: Have board re����ֱ��s and company constitution readily available
• Verification Process: Plan how signatures will be witnessed and authenticated
• Format Selection: Choose appropriate template based on intended use (local or international)
• Quality Control: Double-check all dates, names, and titles against Companies Register records

• Company Identification: Full legal name, NZBN, registered office address, and incorporation date
• Officer Details: Names, positions, appointment dates of all current directors and officers
• Authority Statement: Clear declaration of the officers' powers to act on behalf of the company
• Shareholding Structure: Current share allocation and any transfer restrictions if relevant
• Certification Language: Formal statement confirming accuracy of information provided
• Authentication Block: Company seal placement area and witness signature spaces
• Date and Jurisdiction: Execution date and statement of NZ law governance

A Certificate of Incumbency is often confused with a Certificate of Authority, but they serve distinct purposes in New Zealand's business environment. While both relate to organizational authority, they function differently in practice.

• Scope of Coverage: A Certificate of Incumbency provides a comprehensive list of all current officers and directors, while a Certificate of Authority typically focuses on specific individuals authorized for particular actions
• Duration: Incumbency certificates represent the current state of company leadership, requiring updates when positions change. Authority certificates often have defined validity periods for specific transactions
• Primary Use: Incumbency certificates primarily verify corporate structure and leadership for third parties, while authority certificates delegate specific powers to named individuals
• Legal Weight: Incumbency certificates serve as official company records, while authority certificates function more as operational tools for specific business activities