Certificate of Incumbency for a Limited Company

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What is a Certificate of Incumbency?

 

A certificate of Incumbency is a legal document that certifies the names of the relevant directors, officers/secretary, and shareholders of a particular Hong Kong Limited Company (“the Company”).

The document is either issued by a third party (a person who is not an employee, a director or a shareholder of the Hong Kong company) or by the relevant company secretary/corporate service provider of the Hong Kong Company.

Contents of the Certificate of Incumbency contains the following information

 

  •  The date of incorporation
  • The registered number of the Company
  • The particulars of Director(s)
  • The share capital and number of issued shares of the company
  • The particulars and number of shareholding percentage of the Shareholder(s)
  • The particulars of the Company Secretary

Purpose of the Certificate of Incumbency

 

  • Opening of a business bank account: When applying for a business account in Hong Kong, banks due diligence, also require their applicants to provide for a certificate of incumbency or an equivalent document that may confirm not only its company’s particulars but also each individual’s particulars relating to the company
  • Updating company records with the bank: Banks typically like to conduct business review on a yearly basis. Consequently, they often require an updated copy of the company’s certificate of incumbency or an equivalent document.

Difference between a Certificate of Incumbency and Company Particulars Search Report

 

  • A Company Particulars Search Report is a document issued by the Companies Registry for a fee.
  • This report contains the following information:
  •           The registered number of the company
  •           The date of incorporation
  •           The particulars of the Director(s)
  •           The share capital and number of issued shares of the company
  •           The particulars of the Company Secretary

As one can see, the Company Particulars Search Report does not include information on any of the company’s Shareholder(s), which is nowadays considered as important requisite by banks in order to open a bank account and to keep the bank account active.

 

Jahangeer Ansari

Jahangeer Ansari

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