Certificates of good standing & incumbency

Which certificate do you need

A certificate of good standing confirms that the company is on the register and up to date with its obligations to the registry. In the BVI, for example, the Registry of Corporate Affairs issues one on request. Registries that do not issue a document under that name offer their own proof of status instead.

A certificate of incumbency lists the company's current directors, shareholders and sometimes officers and registered office. In many offshore jurisdictions it is issued by the registered agent from the company's own records, because the register of members is not public.

Registry extracts or certified copies show what the public registry holds: incorporation date, registered office, filed documents and, where the register is public, directors. The Hong Kong Companies Registry, for example, issues a Certificate of Continuing Registration, which certifies that the company remains on the Companies Register at the date of issue, as well as certified copies of registered documents.

• Good standing: company exists and is up to date with the registry
• Incumbency: who the directors, shareholders and officers are today
• Extracts or certified copies: what the public registry holds on file

How recent a certificate needs to be

Most banks and counterparties want a certificate issued within the last three to six months, and some ask for one dated within 30 days. The rule is theirs, not the registry's, so check their request before ordering.

If you expect several requests over a few weeks, one order with several originals is usually quicker and costs less than repeated orders.

When a certificate cannot be issued

A registry will not issue a good standing certificate if fees or returns are overdue, if the company is being struck off, or if it is in liquidation. We check the company's status first, so you learn about any problem before you pay for the certificate.

If something is outstanding, we tell you what it is and what it costs to clear. Once the company is back in good standing, we order the certificate as normal.

Using a certificate in another country

A certificate issued in one country is not automatically accepted in another. If the receiving country is a party to the Hague Apostille Convention, an apostille from the issuing country is usually enough. If not, the document may need consular legalisation through the embassy of the receiving country.

Some recipients also ask for a certified translation. Tell us the destination country when you order, and we build the full chain of steps into one quote.

How to order without delays

Send us the exact request from the bank, court or counterparty. Wording matters: a recipient that asks for a certificate showing directors and shareholders needs an incumbency certificate or extract, while one that asks for proof the company is active needs good standing.

Check the company name and number on the request. If the recipient has an old name or the wrong number, the certificate will not match their file and they may reject it.

Plan for courier time if an original is needed. Processing at the registry or agent is only part of the timeline; international delivery adds several business days, and apostilles add more.

• The recipient's written request or checklist
• Company name and number exactly as registered
• Number of originals and delivery address
• Destination country, if it will be used abroad