Two certificates, two different questions
A payments provider onboarding a company needs to answer two basic questions before it looks at anything else. The first is whether the company exists and is in good order with the state that created it. The second is who currently runs and owns it.
The certificate of good standing answers the first question. It comes from the companies registry and confirms the company is on the register and has met its statutory obligations, such as paying annual fees and filing required returns.
The certificate of incumbency answers the second. It usually comes from the registered agent or registered office provider and sets out the directors, officers, shareholders and registered office as recorded in the company's own records.
Neither does the other's job. A company can be in perfect standing with the registry while its incumbency certificate is out of date because a director resigned last month. Equally, an up-to-date incumbency certificate does not prove that this year's registry fees were paid.
The certificate of good standing in detail
A certificate of good standing (in some places called a certificate of existence, certificate of status or certificate of compliance) is a short document, often a single page. It typically states:
- The company's name and registration number.
- The date of incorporation.
- The type of entity, for example a business company, exempted company or limited liability company.
- A statement that the company is on the register and in good standing, or words to similar effect.
- The date of issue and the registrar's signature or seal.
What it usually does not show is just as important. Most good standing certificates say nothing about who owns the company or who its directors are. Some say nothing about the registered office. They are a snapshot of the company's relationship with the registry on the date of issue.
Good standing can be lost. If annual fees are not paid by the deadline, most registries impose penalties and, after a period, may strike the company off. A struck-off company cannot obtain a good standing certificate until it is restored, and providers will not onboard it in the meantime. If your registered agent has warned you about unpaid fees, deal with that before applying for an account.
The certificate of incumbency in detail
A certificate of incumbency is issued by the person who maintains the company's statutory records, most often a licensed registered agent. It is longer and more informative than a good standing certificate. Typical contents include:
- Company name, registration number and date of incorporation.
- Registered office and registered agent.
- Names of current directors, with dates of appointment.
- Names of officers such as a secretary, if any.
- Names of shareholders or members and the number and class of shares each holds.
- Authorised and issued share capital.
- Sometimes, a statement on whether any charges are registered, whether the company is in liquidation, or whether any litigation is known to the agent.
Because the certificate reflects the registers held by the agent, it is only as accurate as the information the company has given to the agent. If shares were transferred two years ago and nobody told the agent, the incumbency certificate will still show the old shareholder. This is one of the most common sources of mismatch between an applicant's ownership chart and its documents.
Where shareholders are nominees, the incumbency certificate will name the nominee, not the beneficial owner. The provider will then need the nominee arrangements to see through to the real owner. Our guide to nominee directors and shareholders covers what is normally required.
Side by side
| Certificate of good standing | Certificate of incumbency | |
|---|---|---|
| Main question answered | Whether the company validly exists and is compliant with the registry | Who runs and owns the company now |
| Usual issuer | Companies registry | Registered agent or registered office provider |
| Typical length | One page | One to several pages |
| Shows directors | Rarely | Yes |
| Shows shareholders | Rarely | Usually |
| Goes out of date when | Fees or filings fall due, or simply with time | Any change of director, shareholder or office, or simply with time |
| Typical recency expected | Within 3 to 6 months | Within 3 to 6 months |
The recency figures are common practice rather than a rule. Some providers accept up to twelve months for low-risk clients; others want certificates issued within the last month for higher-risk activity or where something has recently changed.
Example: British Virgin Islands
For a BVI business company, the certificate of good standing is issued by the Registry of Corporate Affairs. The registered agent normally orders it on the company's behalf, since the agent has access to the registry's systems and is responsible for keeping the company's filings current.
The certificate of incumbency comes from the BVI registered agent. BVI companies are required to keep a register of members and a register of directors, and the agent holds or has access to these. Because the BVI register of members is not publicly searchable, the incumbency certificate is usually the main document a provider will rely on for current shareholders, alongside a certified copy of the register itself.
Practical point: if the company has changed registered agent, make sure the new agent has received the full statutory records. Incumbency certificates from an agent that took over without the history sometimes omit earlier transfers that the provider then asks about. More on the jurisdiction is on our British Virgin Islands page.
Example: Cayman Islands
A Cayman Islands exempted company obtains its certificate of good standing from the Registrar of Companies. Good standing depends on the annual return and fees being filed on time, and the registered office provider generally handles this.
The certificate of incumbency is issued by the registered office provider, typically a licensed corporate services firm. It will list directors and, depending on the provider's practice, members. Cayman exempted companies keep their register of members at the registered office or another location notified to the registered office, and that register is not public, so providers usually ask for a certified copy alongside the incumbency certificate.
Cayman structures often include funds, segregated portfolio companies or limited partnerships. For a partnership, the equivalent documents differ, and the provider will want details of the general partner as well. See our Cayman Islands page for more.
Examples: Nevis and the Isle of Man
Nevis. Nevis business corporations and limited liability companies obtain good standing certificates from the Nevis Registrar of Companies, usually through their registered agent. The registered agent issues the certificate of incumbency. Nevis LLCs are common in asset-holding structures, and for an LLC the incumbency certificate will usually list managers and members rather than directors and shareholders. If the LLC is manager-managed, the provider will want to identify both the manager and the members who own the economic interest.
Isle of Man. The Isle of Man Companies Registry issues certificates of good standing and makes a range of company information publicly searchable, including current officers. That public information reduces, but does not remove, the need for an incumbency certificate. For companies formed under the 2006 Act, which must have a licensed registered agent, the agent will normally issue one. For companies under the older 1931 Act regime, a corporate service provider or the company secretary may provide equivalent confirmation, supported by registry extracts.
Some jurisdictions have different conventions altogether. In Cyprus, the Registrar of Companies itself issues certificates confirming directors and secretary, shareholders and registered office, and these generally serve in place of a registered agent's incumbency certificate. In Poland, an extract from the National Court Register (KRS) shows the management board and, for many company types, shareholders, and is the usual starting point.
Ordering certificates efficiently
A few practical habits help:
- Order both certificates together so they carry the same date. A good standing certificate from March and an incumbency certificate from September prompts the obvious question about what happened in between.
- Update the registers first. If any director or shareholder change is pending, have the agent record it before issuing the incumbency certificate.
- Ask for originals by PDF direct from the agent where the provider accepts them, which avoids the need for separate certification. Our guide to certified copies explains when certification is still needed.
- Check whether an apostille is needed. Some providers or counterparties require apostilled certificates, particularly for use in court or before certain authorities. Payments providers often do not, but check.
- Allow lead time. Registries and agents work to their own timetables, and public holidays in the jurisdiction can add delays.
Keep a copy of each certificate with its issue date noted. You will be asked for fresh ones at future periodic reviews and when ownership changes.
How providers check the certificates you send
Receiving the two certificates is only the first step. An analyst will normally test them against each other and against the rest of the file before relying on them. Typical checks include:
- Name and number match. The company name and registration number should be identical on both certificates, the constitutional documents and the application form. A missing "Limited" or a transposed digit in the registration number will be queried.
- Issuer verification. The analyst may confirm that the registered agent named on the incumbency certificate is licensed in that jurisdiction, and may contact the agent directly to confirm the certificate is genuine.
- Registry verification. Where the registry offers online verification of certificates or public company search, the analyst will usually use it.
- Consistency with people. Every director and shareholder on the incumbency certificate should appear on the ownership chart and have KYC documents in the file, or there should be a clear reason why not, such as a licensed corporate director.
- Dates. The analyst compares appointment dates on the incumbency certificate with the dates on board resolutions and the account mandate. A signatory appointed after the mandate was signed is a common anomaly.
If something does not line up, the fastest fix is usually a short letter from the registered agent explaining the position, sent with a corrected certificate where needed.
Before you act
This article is general information about common practice. Registry procedures and document names vary between jurisdictions and change over time, so your registered agent is the best source for exactly what your company can obtain and how long it takes. Nothing here is legal advice.
CCYFX regularly onboards companies from the BVI, Cayman, Nevis, the Isle of Man, Cyprus and Poland. The onboarding checklist builder will tell you which certificates we need for your entity type.
