How to Fill Out Incumbency Certificate for LLC

Incumbency Certificate for LLC at a glance

What it is: An Incumbency Certificate for LLC certifies attached resolutions, Articles of Organization and Operating Agreement, and lists the Authorized Officers of the Company.

Who signs: The duly elected and acting person of the Company signs the certificate and lists the Authorized Officers in 6.

A filled-in Incumbency Certificate for LLC example: an LLC manager completes the certificate

Incumbency Certificate for LLC example filled out, example: an LLC manager completes the certificate
Jane Q. Sample completes the Incumbency Certificate for Sample Holdings, LLC. She certifies that the members adopted the resolutions on March 14, 2026 and lists three Authorized Officers who sign. The picture shows the filled certificate and all its values are invented. Sample Holdings is organized in Maryland. Jane Q. Sample is the Manager. The Articles of Organization and the Operating Agreement are both dated January 9, 2024. She signs on April 2, 2026.

How to fill out Incumbency Certificate for LLC, box by box

The LLC, the certifier and the State

Incumbency Certificate for LLC example filled out, the LLC, the certifier and the State

After I, write your name. In 1, write the office you are in the Company (the duly elected and acting ____ of ____ LLC), the name of the LLC and the State under whose laws the Company is organized and existing in good standing.

Exhibit A, the resolutions adopted by the members

Incumbency Certificate for LLC example filled out, exhibit A, the resolutions adopted by the members

Attach as Exhibit A a true and correct copy of resolutions duly adopted by the members of the Company, and write the date they were adopted.

The attached resolutions have not been amended, rescinded or modified and are in full force and effect on the date hereof in the form originally adopted, and are in conformity with the Articles of Organization and Operating Agreement of the Company.

Exhibit B, the Articles of Organization and the Operating Agreement

Incumbency Certificate for LLC example filled out, exhibit B, the Articles of Organization and the Operating Agreement

Attach as Exhibit B a true and correct copy of the Articles of Organization and the Operating Agreement, and write the date of each. The Articles of Organization and Operating Agreement must not be amended rescinded or modified and must be in full force and effect on the date hereof.

The Authorized Officers, Name, Office and Signature

Incumbency Certificate for LLC example filled out, the Authorized Officers, Name, Office and Signature

In 6, list the Authorized Officers of the Company in the capacities indicated, each with Name, Office and Signature.

Under PROJECT SPONSOR, the Name and Title should match the Name/Title of a person authorized by the Corporate Resolutions and Incumbency Certificate.

Witness, my signature and the seal of the Company

Incumbency Certificate for LLC example filled out, witness, my signature and the seal of the Company

At the end, fill in the date after "Witness, my signature and the seal of the Company this", then sign and write your Name and Title.

Exhibit A, Transaction Authorization

In Exhibit A, TRANSACTION AUTHORIZATION, the undersigned, being the ____ of the LLC, hereby approves and adopts the following resolutions.

Write the EFFECTIVE DATE, sign on the APPROVED line, then write Name and Title.

Common questions about Incumbency Certificate for LLC

What is an incumbency certificate?

An Incumbency Certificate for LLC certifies attached resolutions, Articles of Organization and Operating Agreement, and lists the Authorized Officers of the Company. The signer certifies that the signatures set forth after the names and titles of the Authorized Officers are their true and genuine signatures.

Sources

[1] Incumbency Certificate for LLC (R:SHEETZ/MAHT 062907), Maryland Affordable Housing Trust application form (the Official source link on this page).

Incumbency Certificate Form PDF Details

When managing the formal structure and legal requirements of a Limited Liability Company (LLC), the Incumbency Certificate form emerges as a fundamental document. It serves a crucial role in affirming the identities and authority of the company's officers, ensuring that the individuals signing contracts and making decisions are authorized to do so on behalf of the LLC. This certification, provided by an appointed officer of the LLC, validates the current officeholders’ capacities and their power to engage in legally binding transactions. It includes verification of resolutions passed by the LLC's members, attesting to the unchanged and effective nature of these resolutions and foundational documents like the Articles of Organization and Operating Agreement. Additionally, it comprises an exhaustive list of authorized officers along with a confirmation of their authenticity through their signatures. The Incumbency Certificate not only underpins the integrity of the LLC’s operational activities but also fortifies trust amongst third parties in transactions by providing a clear line of accountability and authority within the company's structure.

QuestionAnswer
Form NameIncumbency Certificate Form
Form Length8 pages
Fillable?No
Fillable fields0
Avg. time to fill out2 min
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