A certificate of incumbency is a document issued by a company or its registered agent that identifies the current officers, directors and authorised signatories, and is used in international transactions to verify who may act for the company. It is a creature of common-law corporate practice; civil-law countries such as Türkiye reach the same result through the public trade registry and the documents the registry issues.
When certificates of incumbency are required
Certificates of incumbency are most commonly required in international business transactions where counterparties cannot easily verify a company’s corporate authority through local registry searches. They are standard requirements when opening international bank accounts, executing major commercial contracts, signing loan agreements, completing M&A transactions across jurisdictions, and applying for licences in foreign countries.
Typical contents
A certificate of incumbency typically lists the names and titles of current officers and directors, specifies their signing authority and any limitations (joint signing, monetary thresholds), confirms the company’s good standing, and includes the corporate seal where applicable. The document is usually signed by the corporate secretary, a director or the registered agent and may need to be notarised and apostilled for use abroad.
Currency and refresh requirements
Banks and counterparties typically require certificates dated within 30 to 90 days of the transaction. Companies undergoing rapid governance changes (frequent board turnover, executive hires) should expect to issue fresh certificates frequently. Maintaining a clean corporate book, with updated articles, current bylaws and board consents documenting appointments, makes incumbency issuance routine rather than a fire drill.
Cross-border use
For use in apostille-convention countries, the certificate is authenticated through the local apostille authority. For non-convention countries, the document follows the legalisation chain: notarisation, country-of-origin authentication, and consular legalisation at the destination country’s embassy or consulate.
The certificate of incumbency in Türkiye
Turkish law has no document called a certificate of incumbency. A Turkish joint stock company (anonim şirket) or limited company (limited şirket) proves who its directors and signatories are through the trade registry, and three registry-based documents together perform the certificate’s function. The first is the trade registry certificate (sicil tasdiknamesi), issued by the trade registry office under Article 16 of the Trade Registry Regulation; it states the MERSİS number, trade name, address, field of activity, capital and the persons authorised to represent the company, and it remains valid as long as the information on it is unchanged. The second is the registered representation resolution: the board files a notarised copy of its resolution naming the signatories and their form of signature with the registry for registration and announcement (TCC Art. 373(1)), and the Trade Registry Gazette announcement is what third parties rely on (Arts. 36-37). The third is the signature circular (imza sirküleri) or the narrower signature declaration (imza beyannamesi), which carries the specimen signatures.
Representation of a joint stock company belongs to the board (TCC Arts. 365 and 370(1)) and may be delegated to managing directors or to third-party managers, provided at least one board member keeps signing authority (Art. 370(2)). Limits on authority bind good-faith third parties only where they concern joint signature or confinement to head-office or branch business and are registered and announced (Art. 371(3)); other limits are internal. The same rules apply by analogy to the managers of a limited company (Art. 629(1)). Since the 2021 amendment, public bodies may not ask a company for any document on its signatories other than registry-issued documents and the Gazette announcement (Art. 373(3)). Where a foreign counterparty’s checklist insists on an “incumbency certificate” by that name, Turkish practice is a board resolution or a director’s statement listing the current officers, notarised and apostilled, attached to a recent registry certificate. Türkiye has been party to the 1961 Hague Apostille Convention since 29 September 1985; apostilles on notarial documents are issued by district or provincial governorships, so the set for a foreign bank is: registry certificate, Gazette extract, signature document, sworn translation, each notarised and apostilled. See also the company formation guide for foreign founders.
Frequently asked questions
Does a Turkish company issue a certificate of incumbency?
Not as a statutory document. The equivalent evidence is the trade registry certificate (sicil tasdiknamesi) together with the registered and announced board resolution on representation and the signatories’ signature declaration or circular. A notarised director’s statement listing the officers can be added where a foreign form requires a document with that title.
How recent must the Turkish documents be for a foreign bank?
Turkish law sets no expiry: the registry certificate stays valid while its content is unchanged (Trade Registry Regulation Art. 16). Foreign banks nonetheless apply their own 30 to 90 day rules, so a fresh certificate is usually ordered shortly before signing, and any change of directors or signatories must be registered first.
Do the documents need an apostille?
For use in another Hague Convention country, yes. Notarised copies and sworn translations are apostilled by the district or provincial governorship in Türkiye. For non-convention countries, consular legalisation replaces the apostille.
Sources. Turkish Commercial Code No. 6102, Arts. 35-37 (registry publicity), 40(2), 365, 370-373 and 629; Trade Registry Regulation (Ticaret Sicili Yönetmeliği), Arts. 16-17; Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents, in force for Türkiye since 29 September 1985; Law No. 7263 (2021 amendment to TCC Art. 40 and 373). Official texts: mevzuat.gov.tr, HCCH status table.