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A Certificate of Incumbency proves who holds official positions within your company, acting like a corporate ID card for Austrian businesses. It lists key details about your directors, officers, and authorized signatories, including their names, roles, and when they took office.

Austrian banks and business partners often request this certificate when you're opening accounts, signing contracts, or handling major transactions. While Austrian law doesn't require companies to maintain one, it's become a standard practice for verifying corporate authority, especially in international business dealings where partners need reliable proof of who can legally act on behalf of your company.

You need a Certificate of Incumbency when Austrian or international business partners want proof of who can legally represent your company. Banks commonly require it for opening accounts or securing loans, while investors ask for it during due diligence checks. Foreign companies often request this certificate before signing major contracts or partnerships.

The certificate becomes especially important during high-stakes transactions, leadership changes, or when dealing with partners outside Austria. Having it ready speeds up business processes and builds trust - particularly useful when time-sensitive deals require quick verification of your company's authorized decision-makers.

• Standard Corporate Certificate: Basic version listing current officers, directors, and their roles - most commonly used for routine business transactions in Austria
• Comprehensive Certificate: Expanded version including company registration details, specimen signatures, and voting rights - typically needed for international dealings
• Bank-Specific Format: Tailored version meeting specific Austrian banking requirements, often including additional verification details and notarization
• Simplified Board Certificate: Focused solely on board members and their authorities - useful for internal corporate governance

• Corporate Officers: Provide their details and specimen signatures for the certificate, ensuring accuracy of their roles and authorities
• Company Secretaries: Usually responsible for preparing and maintaining Certificates of Incumbency, keeping them current with leadership changes
• Banks and Financial Institutions: Request these certificates when opening accounts or processing major transactions for Austrian companies
• Business Partners: Rely on these certificates to verify who can legally bind the company in contracts and agreements
• Notaries: Often authenticate these certificates, especially for international use or when required by Austrian regulations

• Company Details: Gather full legal name, registration number, and registered office address from your Austrian company register extract
• Officer Information: Compile names, titles, appointment dates, and current status of all directors and authorized signatories
• Document History: Collect board resolutions or meeting minutes confirming current appointments and any recent changes
• Signature Specimens: Obtain current signatures from all listed officers and directors
• Verification Steps: Have your company secretary review all details and arrange for notarization if needed for international use

• Company Identification: Full legal name, registration number, and registered address according to Austrian Commercial Register
• Officer Details: Names, positions, appointment dates, and specific powers of all current directors and authorized representatives
• Authentication Section: Date of issuance, company seal placement, and notary certification space if needed
• Signatory Block: Designated space for authorized officer signatures with their printed names and titles
• Verification Statement: Declaration confirming the accuracy of information as of the certificate date under Austrian law

A Certificate of Incumbency is often confused with a Certificate of Secretary, but they serve distinct purposes in Austrian corporate governance. While both documents verify corporate information, their scope and applications differ significantly.

• Verification Scope: A Certificate of Incumbency focuses specifically on proving who holds official positions and their authority to act, while a Certificate of Secretary covers broader corporate matters including resolutions, meetings, and policy compliance
• Primary Use: Banks and business partners typically request Certificates of Incumbency for specific transactions, whereas Certificates of Secretary are used more for internal record-keeping and regulatory compliance
• Legal Weight: A Certificate of Incumbency carries greater authority for third-party verification of signing powers, while a Certificate of Secretary serves more as an internal corporate record