{"ok":true,"canonical_url":"https://dealroom.so/glossary/certificate-of-incumbency","api_url":"https://dealroom.so/api/public/glossary/certificate-of-incumbency","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"certificate-of-incumbency","term":"Certificate of Incumbency","group":"People and paperwork","definition":"This document certifies who the current officers of a corporation are and verifies their authority to act on behalf of the company. It's essential for proving that the person signing legal documents for the seller is authorized to do so.","what_it_means":"Your lender will require this to confirm the seller's signing authority during closing, ensuring the deal is legally binding. Review it to confirm the stated officers match your understanding of the seller's management. Any discrepancies must be clarified before proceeding.","url":"https://dealroom.so/glossary/certificate-of-incumbency","official_sources":[],"related":[{"slug":"corporate-guarantor","term":"Corporate Guarantor","url":"https://dealroom.so/glossary/corporate-guarantor"},{"slug":"loan-agreement","term":"Loan agreement","url":"https://dealroom.so/glossary/loan-agreement"}],"related_questions":[{"question":"Can a borrower's investment in a certificate of deposit (CD) count towards the required equity injection?","url":"https://dealroom.so/for-lenders/questions/can-a-borrower-s-investment-in-a-certificate-of-deposit-cd-count-towards-the-required-equi"},{"question":"Can I use funds from a Certificate of Deposit (CD) that matures after closing for my equity injection?","url":"https://dealroom.so/sba-7a/questions/can-i-use-funds-from-a-certificate-of-deposit-cd-that-matures-after-closing-for-my-equity-"},{"question":"Can I use a secured personal line of credit as part of my equity injection?","url":"https://dealroom.so/sba-7a/questions/can-i-use-a-secured-personal-line-of-credit-as-part-of-my-equity-injection"},{"question":"Can a seller-financed portion of the sale be considered part of my equity injection?","url":"https://dealroom.so/sba-loans/basics/can-a-seller-financed-portion-of-the-sale-be-considered-part-of-my-equity-injection"},{"question":"Can a buyer's assumption of existing business debt count as part of the equity injection?","url":"https://dealroom.so/sba-7a/questions/can-a-buyer-s-assumption-of-existing-business-debt-count-as-part-of-the-equity-injection"},{"question":"Can I use funds from a personal line of credit as part of my equity injection?","url":"https://dealroom.so/sba-7a/questions/can-i-use-funds-from-a-personal-line-of-credit-as-part-of-my-equity-injection"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Certificate of Incumbency","url":"https://dealroom.so/glossary/certificate-of-incumbency","source_type":"DealRoom Data"}}