Certificate of Incumbency for Egypt

Showing Egyptian Authorities Who Runs Your U.S. Company

Egyptian company records name a company’s board, managers and authorized signatories, and Egyptian officials expect to see the same information for a foreign parent or shareholder. U.S. state records rarely provide it. The document that fills the gap is a certificate of incumbency, a statement certified by a company officer that lists the current directors, officers or managers and confirms who may sign for the company.

Where Egypt asks for it

GAFI filings: registering a branch, forming a subsidiary or changing the representatives of a foreign shareholder. Egyptian banks: opening accounts for a subsidiary or branch, and confirming who may give instructions for the foreign parent. Agency and contracts: confirming that the U.S. officer who signed an agency agreement, distribution contract or power of attorney had authority to do so. Regulators: health and financial regulators reviewing the people behind an applicant.

What to include

List each director or manager and each officer by full name and title, exactly as on their passports, with the date the list is valid. Where the Egyptian office asks, add specimen signatures and state whether each person may sign alone or only jointly. If the certificate supports a particular document, such as a power of attorney for Egypt, it should show that the person who signed that document holds the office stated in it. A second officer should confirm the certifying officer’s own signature.

From notary to Egyptian Embassy

An incumbency certificate is a company document, so it gains official standing through a notary: the certifying officer signs in person before a U.S. notary, whose seal must appear on the same page as the signature. The notary’s state authenticates the notary, the U.S. Department of State authenticates the state, and the Egyptian Embassy, or the consulate for that state, legalizes it. Egypt does not accept apostilles. In Egypt, a certified Arabic translation is prepared, with names transliterated consistently with the other documents in the file.

Plan for updates

Directors and officers change, and an incumbency certificate speaks only as of its date. Egyptian banks and registries may ask for a new one after any change of officers, or during periodic reviews. Because legalization for Egypt takes several weeks, prepare a new certificate as soon as a change is made rather than waiting for the Egyptian request.