Just started a startup and need a Certificate of Incumbency. How does it differ from a Certificate of Good Standing?

[Jamba23]

Hello, I am a new member of this forum and a amatuer in this field and I just wanna know what is the difference between Certificate of Incumbency and Certificate of Good Standing. I know that this is a lame question but your answer will help me a lot. Explaining with examples will help me a lot.

 

[Steven Cohen]

Great question! These two documents serve different purposes:


Certificate of Incumbency
Lists the current officers, directors, and key executives of the company.
Confirms who has authority to act on behalf of the business (sign contracts, open bank accounts, etc.).
Issued by the company itself (often signed by the secretary and sometimes notarized).


Certificate of Good Standing
Confirms that your business is legally registered and up-to-date with required filings (taxes, annual reports, fees).
Issued by the state or country where your business is incorporated.
Often required when applying for loans, contracts, or foreign business operations.

TL;DR​

• COI = Who’s in charge?
• CGS = Is your company legit & compliant?

If you’re setting up bank accounts or dealing with contracts, you’ll likely need both at some point.

 

[Labrat88]

• COI = “Here’s who runs the company.”
• CGS = “We’re not a scam.”

 

[M.O.A.B]

Adding to this—if you’re working internationally, some banks require a Certificate of Incumbency with an Apostille to verify officers in foreign jurisdictions. Also, some states (like Delaware) don’t even use the term “Certificate of Incumbency.” Instead, they might ask for a Secretary’s Certificate or Officer’s Certificate.

Great question! These two documents serve different purposes:


Certificate of Incumbency
Lists the current officers, directors, and key executives of the company.
Confirms who has authority to act on behalf of the business (sign contracts, open bank accounts, etc.).
Issued by the company itself (often signed by the secretary and sometimes notarized).


Certificate of Good Standing
Confirms that your business is legally registered and up-to-date with required filings (taxes, annual reports, fees).
Issued by the state or country where your business is incorporated.
Often required when applying for loans, contracts, or foreign business operations.

TL;DR​

• COI = Who’s in charge?
• CGS = Is your company legit & compliant?

If you’re setting up bank accounts or dealing with contracts, you’ll likely need both at some point.

 

[JESUS]

Pro Tip: If you’re forming an LLC, you won’t always need a Certificate of Incumbency. LLCs usually provide an Operating Agreement or a Manager’s Resolution instead.

 

[JESUS]

Pro Tip: If you’re forming an LLC, you won’t always need a Certificate of Incumbency. LLCs usually provide an Operating Agreement or a Manager’s Resolution instead.

Another fun fact: Some states don’t call it a Certificate of Good Standing either. It might be called a Certificate of Existence (e.g., South Carolina) or a Certificate of Status (e.g., California). Always check your local requirements.

 

[M.O.A.B]

Another fun fact: Some states don’t call it a Certificate of Good Standing either. It might be called a Certificate of Existence (e.g., South Carolina) or a Certificate of Status (e.g., California). Always check your local requirements.

Imagine needing a “Certificate of Existence” just to prove you’re real.

 

[krunkerio]

If you’re planning to raise capital or work with VCs, they might ask for both documents. CGS shows your company is in good standing, and COI proves that the people signing the deal actually have the authority to do so.