What is the difference between a Certificate of Incumbency and a Certificate of Good Standing?

By Caitlyn Buchanan, 17th September 2021

A Certificate of Incumbency or a Certificate of Good Standing may be obtained for any limited company type registered in Ireland. While these certificates are similar in that they are used to certify key company information they may be required for specific applications or contracts. A Certificate of Incumbency may be required to open a corporate bank account, support a loan application, or other circumstances that require evidence of the company’s details. While a certificate of good standing is used to confirm a company’s status and show that it is authorised to conduct business in the state.

Please Note: These certificates cannot be obtained for a Limited Partnership. This is due to partnerships not being independent entities from their owners.

What is a Certificate of Good Standing?

In Ireland, a Letter of Status (or certificate of good standing) can be issued by the Companies Registration Office (CRO). This is an official document that contains key information about the company. The purpose of the letter is to certify that the status of the Company is normal, filings are up to date and that no action has been taken to strike the company from the record. The letter will be accompanied by a Company Extract (Company Printout) which contains the date on when the last Annual Return was filed and details of the current Directors. 

How to Qualify for Good Standing Status

The certificate will show that the company has been in continuous existence since it was incorporated. If a company has not been properly maintained and hasn’t filed its annual return on time the CRO may take steps to strike the company off the register. This would result in a company losing its ‘good standing’ status. The Letter of Status can only be issued once all overdue fees are paid and the company’s status is restored.

To qualify for status a company must also continue to meet all criteria that are specified within the Companies Act 2014. Depending on the company type, certain requirements must be met such as director residency and the number of appointed corporate officers and that the annual return is not overdue

What information is included in a Certificate of Good Standing/ Letter of Status?

This letter will contain the following information regarding the Irish Company:

• Company Details: Company Name/ Registration Number/ Company Type/  Date of Incorporation.
• Confirmation that the Company Annual Returns and Accounts are filed up to date.
• Confirmation that the Company is not in liquidation or subject to an administration order.
• Confirmation that no receiver or manager of the company’s property has been appointed.
• The Certificate of Good Standing is dated and signed by a CRO representative.

The letter of status is accompanied by a Company Extract which contains key information such as the company director(s), company secretary, registered office address, and a full list of CRO filings with dates including the initial filing to incorporate the company. The letter of Status does not include details of the shareholders or beneficial owners of the company.

Proceed with Certificate of Good Standing

What is a Certificate of Incumbency?

A Certificate of Incumbency is an official document that confirms the authority of a corporate officer or agent acting on behalf of the company. Typically, the document would state the name of that person or corporate body, their position, and the date they were elected or appointed to this position.

A Certificate of Incumbency can be issued by a liability company or a corporate agent. This document will not be issued by the CRO office; however, it will contain key details that are held on the company register. If applying for a corporate bank account or a loan, it may be required to have the certificate of incumbency certified by a notary as well as apostilled. Another key difference between the Certificate of Incumbency and the Letter of Status is that the Certificate of Incumbency will list the current shareholders and may even list the beneficial owners if required.

What information is included in a Certificate of Incumbency?

This document is used to confirm the following company information:

• Company Details: Company Name/ Registration Number/ Company Type/ Date of Incorporation.
• The Company’s Registered Office Address.
• Details about the company’s issued share capital and the value per share.
• A statement that the company is in good standing as evidenced by documents filed with the Companies Registration Office. And that no action has been taken to strike the company off the register or to appoint a receiver or manager.
• Details of the Company Director(s): Full Name, Address and Date of Appointment.
• Details of the Company Shareholders or Member(s): Full Name, Address and Number of Shares Held.
• Details of the Corporate Secretary.

Proceed with Certificate of Incumbency

Company Bureau can assist you to obtain and certify either of these company documents.

While both documents are used to certify relevant details about a company’s officers and directors it is important to define which certificate is needed and any other supporting documentation that may be required. If you would like more information about obtaining a certificate or if you are unsure of which certificate is needed, please contact us today or call 01 6461625. A member of our Company Secretarial team would be happy to assist you with your specific company requirements.

Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.