A Certificate of Incumbency (COI) confirms a company’s existence and sets out the identities and positions of its directors, officers, and authorized signatories.
In some offshore jurisdictions (e.g., BVI, Cayman), a COI also confirms that the company is in good standing. In Hong Kong, good standing is verified separately by a Certificate of Good Standing from the Companies Registry.
Typical contents include company name, directors and officers, company secretary, authorized signatories, shareholders, and share capital (if included by the preparer).
Ultimate beneficial owners (UBOs) are not usually listed, as they are recorded in the Significant Controllers Register (SCR).
Common uses include: bank account opening, verifying signatory authority in contracts or transactions, and due diligence by lawyers or investors.
A COI is normally prepared by a company secretary, lawyer, or other regulated professional with access to company records.
Obtaining a Certificate of Incumbency can be an easy process if you have the right business support.
It’s also a crucial document in your company’s formation, and you should read on to know what goes into a Certificate of Incumbency.
What Is a Certificate of Incumbency?
A Certificate of Incumbency (COI) is a non-statutory document confirming your company’s current directors, officers, and authorized signatories.
Banks and counterparties use it to verify who can act for the company.
In Hong Kong, a COI is usually issued by a regulated professional such as a TCSP-licensed company secretary, solicitor, CPA, or notary.
Many banks also accept a Company Particulars Report from the Companies Registry as an alternative.
When Do You Need a Certificate of Incumbency?
Third parties often require a COI when they need independent confirmation of your company’s structure and authority. Common cases include:
- Banking – opening a bank account, KYC refresh, or high-risk transactions. HSBC Hong Kong accepts either a COI issued within 6 months or an official registry search / Company Particulars Report.
- Deals – mergers, acquisitions, major contracts, or closings where counterparties want a signed summary of authority.
- Professional services – lawyers, auditors, and payment providers may request one during onboarding.
- Cross-border transactions – overseas partners may require a notarized COI when registry searches aren’t easily accessible.
What Does a Certificate of Incumbency Show?
A COI typically includes:
- Company name and identification number
- Registered office address
- Current directors and officers
- Company secretary details
- Authorized signatories (sometimes with specimen signatures)
- Share capital summary
- Any specific purpose wording requested by the recipient
Beneficial owners (UBOs) are not included by default. In Hong Kong, UBOs are recorded in the Significant Controllers Register (SCR) kept at the company’s office. They are not public. Only include them in a COI if the recipient specifically requests it.
| Document | Issuer | What It Proves | Typical Use |
|---|---|---|---|
| Certificate of Incumbency | Independent professional (TCSP, solicitor, CPA, notary) | Current officers, directors, and those who can sign | Banking KYC, closings, vendor onboarding |
| Company Particulars Report | Companies Registry | Public data: directors, secretary, share capital, and for private companies the latest shareholders on file | Alternative to COI for many banks |
| Certificate of Good Standing / Continuing Registration | Companies Registry | Company is live and not struck off | Cross-border transactions, some banks |
| Apostille | High Court | Authenticates signature/stamp for use overseas | Hague Convention jurisdictions |
Who Can Issue a Certificate of Incumbency in Hong Kong?
Accepted issuers are regulated professionals, typically independent of the company:
- TCSP-licensed company secretaries (licensed under AMLO Cap. 615)
- Hong Kong solicitors
- Certified Public Accountants (CPAs)
- Notaries public
Unlike in BVI or Cayman, Hong Kong has no concept of a “registered agent.” Banks usually prefer a neutral professional rather than a director or employee of the company.
How to Obtain a Certificate of Incumbency in Hong Kong
1. Update Company Records
Ensure all director, secretary, and shareholder changes are properly filed.
2. Request From Your Company Secretary or Advisor
Many banks or counterparties accept a standard template.
3. Prepare Supporting Documents
Include Articles of Association, statutory registers, and board authorizations.
4. Review the Draft Carefully
Check names, ID details, positions, and authorized signatories.
5. Notarize or Apostille if Required
Only on request; apostille at the Hong Kong High Court costs HKD 125.
6. Receive and Store Copies
Keep both PDF and hard copy. A common seal is optional under HK law; signatures alone are valid.
Certificate of Incumbency Validity in Hong Kong
There is no statutory expiry for a Certificate of Incumbency in Hong Kong.
However, most banks, financial institutions, and counterparties require a recently issued certificate to confirm company details.
- Standard requirement: issued within the last 6 months
- Stricter policies: some request a 3-month validity
Company Particulars Report in Hong Kong – Quick Facts
Where to Get the Company Particulars Report
Companies Registry e-Services portal
Fee: HKD 22 per report
What the Company Particulars Report Includes
- Company name and registered office
- Current directors and company secretary
- Share capital details
- For private companies: the most recent shareholder information on file
What the Company Particulars Report Excludes
- Ultimate Beneficial Owners (UBOs) – these are only kept in the Significant Controllers Register (SCR), not in the public report
Since 27 December 2023, the Companies Registry has adopted the Business Registration Number (BRN) as the official company identifier in its systems.
Conclusion
A Certificate of Incumbency (COI) is not legally required but often requested by banks, lawyers, and partners to confirm company officers and signatories. Some institutions may accept a Company Particulars Report, but many still prefer a COI issued by a regulated professional.
At Air Corporate, our solicitors, CPAs, and licensed company secretaries prepare COIs and Company Particulars Reports that are compliant and bank-ready.
Set up your company or appoint us as your company secretary—we’ll handle your COI and other corporate filings seamlessly.
FAQs
Not always. Many banks accept either a COI or an official Company Particulars Report.
Only if the recipient requires it. For overseas use, you may need an apostille.
Not by default. Add them only if requested.
Yes, but banks usually prefer a regulated professional such as your company secretary, solicitor, CPA, or notary.
