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A certificate of incumbency serves to assure a counterparty to an agreement that the person (or people) representing the applicable corporation, limited liability company, partnership or other business entity has (or have) the authority to enter into the particular agreement. Certificates of incumbency are used in a range of situations – everything from two parties who have never done business together before to large mergers, acquisitions and financings for which it is standard practice to include such a certificate. A counterparty may or may not request a formal "certificate."   Some parties may be content with a letter.  Nonetheless, formality generally helps in providing the necessary assurance.  Read this free template of a Certificate of Incumbency to learn more about how certificates of incumency work and understand some of the concerns that typically arise. You can also read more about Certificates of Incumbency in Priori's Resources section. 

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Disclaimer This form is a sample that has been prepared for general informational purposes only. Nothing contained in the form is legal advice, nor does it create an attorney-client relationship with either the drafting attorney or Priori Legal. You are encouraged to seek your own legal counsel to review the form, customize it for your business and obtain advice on its general applicability prior to use.

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