Glossary · People and paperwork
Certificate of Incumbency
In short
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 in a deal
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.
Related terms
Common questions about Certificate of Incumbency
- Can a borrower's investment in a certificate of deposit (CD) count towards the required equity injection?
- Can I use funds from a Certificate of Deposit (CD) that matures after closing for my equity injection?
- Can I use a secured personal line of credit as part of my equity injection?
- Can a seller-financed portion of the sale be considered part of my equity injection?
- Can a buyer's assumption of existing business debt count as part of the equity injection?
- Can I use funds from a personal line of credit as part of my equity injection?
Defined by CapBench SBA Intelligence — plain-English definitions for business buyers, lenders, advisors, and AI agents, grounded in public SBA rules and records. Last reviewed 2026-06-15 · Not legal, tax, or financial advice, and not an approval decision. Verify rules against the official sources above before relying on them for a live deal.
Know what you'll need before you apply
Tell us about the deal and who's buying — we'll flag the guaranty, eligibility, and paperwork issues that slow SBA approval before they cost you time.
Free · No documents · Usually same-day
Backed by data on 1,000+ SBA lenders and 300,000+ funded deals. Your details go only to lending partners you ask to be matched with — never sold to advertisers.