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Incumbency Certificate for Companies in India

An incumbency certificate is a signed company certificate stating who the current directors, officers and authorised signatories are, usually with specimen signatures. Banks, overseas entities and counterparties ask for it as proof of who can sign for the company.

What an incumbency certificate is

A certificate of incumbency, sometimes called a certificate of incumbency and specimen signatures, is a private corporate certificate. It states who the company's current directors, officers and authorised signatories are, and normally carries their specimen signatures.

When you will be asked for one

Overseas bank accounts: A foreign bank wants to see who can sign for the company.

  • Overseas bank accounts
  • Foreign investment
  • Cross-border contracts
  • Due diligence and tenders
  • Visas and work permits
  • Setting up abroad

What goes in it, and what does not

Included: Directors, officers and authorised signatories, with DIN or PAN where asked, and specimen signatures. List the offices people actually hold under the company's statutory records, such as managing director, CEO, CFO, company secretary or whole-time director.

  • Included
  • Optional
  • Not the same as
  • What it does not do

Costs to expect

Our fee is shown up front and covers drafting, verification and support with notarisation and apostille for the first original. Notary, state, MEA, agency and courier charges are third-party charges, billed at actuals.

  • Government fee for the certificate: None
  • StampMitra professional fee: ₹4,899
  • Notary fee: Varies
  • Extra signed originals: Priced per copy
  • State verification before apostille: Varies by state
  • MEA apostille: ₹50 per document

What we need from you

Whether a foreign shareholder or another entity must supply anything depends on the receiving authority. Ask the recipient for its checklist before we start.

  • Latest board resolution naming the signatories
  • List of directors and officers
  • Specimen signatures
  • Company letterhead
  • Certificate of Incorporation
  • MoA and AoA

How it is prepared

Hague and non-Hague destinations

Hague Apostille Convention country / Non-Hague country

  • Hague Apostille Convention country
  • Non-Hague country

Timing and validity

An old certificate or an out-of-date officer list is the most common reason a recipient refuses it.

  • Statutory deadline: None. It is not a filing.
  • Drafting: Usually a few days once the board resolution and details are ready
  • Apostille: Depends on MEA and the agency. Reports often say around 15 to 20 working days, so ask for the current estimate and plan the
  • Validity: Not fixed by law. The recipient decides how recent it must be, so ask before you apply.

Why recipients reject an incumbency certificate

The list of officers is out of date.

  • The list of officers is out of date.
  • The signatory was not authorised by a board resolution.
  • Specimen signatures are missing.
  • It is not on company letterhead.
  • It was not notarised or apostilled as the recipient requires.
  • The foreign bank wanted specific wording.

What StampMitra does for you

Certificate drafting and formatting: We draft the certificate to the recipient's requirements.

  • Certificate drafting and formatting
  • Verification of directors
  • Notarisation support
  • Apostille assistance
  • End-to-end guidance

How it works

  1. Confirm the recipient's requirements Check the format, wording and validity period they accept.
  2. Verify current office-holders Check directors and officers against statutory registers and MCA master data.
  3. Draft the certificate Prepare it on letterhead for signature by an authorised officer, with specimen signatures.
  4. Notarise The signing officer appears before a notary.
  5. Apostille or attest For use abroad, obtain an MEA apostille or follow the attestation route for the destination.

Frequently asked questions

Is an incumbency certificate a legal requirement?

No Indian law requires it. The bank, counterparty or authority asking for it does.

Who signs it?

An authorised officer: a company secretary, a director or an authorised signatory under a board resolution. A company secretary is not mandatory.

Does the Registrar of Companies issue it?

No. It is a company's own certificate, not a registry document.

Is a company seal needed?

We do not treat it as a legal requirement. Follow the recipient's instructions on whether a seal is wanted.

Must it be notarised?

Often, if it will be used abroad. Check what the recipient asks for.

What is an apostille?

A certificate issued by the Ministry of External Affairs that authenticates the notary's or official's signature. Hague Convention countries accept it.

Does an apostille cost extra?

Yes. The MEA fee and any collection-agency fee are separate from our fee, and we confirm the current amounts before you pay.

How long is it valid?

The law sets no validity period. The recipient decides how recent the certificate must be.

What does it list?

Directors, officers and authorised signatories, usually with specimen signatures.

Do shareholders appear in it?

Only if the recipient asks. Shareholders are not officers, and shareholding is shown in the register of members or cap table.

Can it be digitally signed?

That depends on the recipient. Some accept a digitally signed PDF; others want a printed, notarised copy.