What is a “Director’s Certificate of Authority”? What does it do?

Company operations need to ensure the complete filing of important documents, among which the “Certificate of Authority for Directors” is one of the indispensable documents. The “Certificate of Authority for Directors” lists the information of all members involved in the operation and financing of the company to prove and record their duties. In addition to the legal meaning, it can also bring convenience to the operation of the company. Although the “Certificate of Authority of Directors” is often overlooked, it is an important document to support the development of the company. Therefore, this article will introduce a few key points of detail related to the “Certificate of Authority of Directors”.

What is a “Director’s Certificate of Authority”?

“Certificate of Incumbency” (English: Certificate of Incumbency), also known as “Certificate of Incumbency of Directors”, is a legally binding document issued by the information stored in the registered office of the overseas company. It can describe the actual situation of the company, not limited to the names and positions of key persons (company directors, key officers, and financial stakeholders), and is generally used as a legal verification document.

Important information stated in the “Certificate of Authority for Directors”

In general, the “Certificate of Authority for Directors” should include information on important members of the company/organization, including the following:

• Registered agent and date of issue;

• Company name and basic information;

• Information on the company’s president, chief executive officer, chief financial officer, chief operating officer, secretary, treasurer, etc.;

• the amount of company capital;

• Substantial shareholder information;

• Whether there is a mortgage record, etc.

The candidates listed in the “Certificate of Authority for Directors” are those who need legal authorization to sign documents on behalf of the company, and they may be required to bear relevant legal responsibilities for the company.

When should I use the “Director’s Certificate of Authority”?

In legal affairs, the “Certificate of Authority of Directors” can verify the identity of important members of the company, especially when conducting overseas business, the contact person may need this document to determine the background of the people who cooperate and communicate.

The “Certificate of Authority of Directors” not only has the function of the aforementioned “legal verification”, but also has many advantages for the smooth operation of the enterprise. If the company is seeking financial services, financial institutions (banks, lending institutions) may ask the company for a copy of the “Director’s Certificate of Authority” during the Know Your Client (KYC) review process to understand the record of its financial activities.

How to issue a “Certificate of Authority for Directors”?

The company secretary can draft documents according to local requirements. In the “Certificate of Authority for Directors” drawn up, it is necessary to ensure that the appointments and terms of office of the listed members are valid. Each member is required to sign the document for authenticity, and finally, the company seal needs to be affixed to make the document legal. At the same time, a notary can be used to notarize the document.

The above information is for reference only. If you have any questions about tax declaration and accounting, we welcome your inquiries.

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