A Certificate of Incumbency (COI) is a corporate document that confirms the current directors, shareholders, officers, and registered details of a company at a specific date. It is one of the key documents required when registering and operating a Hong Kong company in an international context. It is not issued by a government authority. It is prepared and certified by a licensed service provider (company secretary or TCSP) on behalf of the company.
Banks, law firms, and counterparties request a Certificate of Incumbency when they need to verify who controls a company before completing a transaction. It is one of the most commonly required documents for international business dealings involving a Hong Kong company.
Highlights of this article
- A Certificate of Incumbency confirms the company's current directors, shareholders, company secretary, registered address, and incorporation details as of a specific date.
- It is a private document (not filed with the government) but is widely accepted by banks, law firms, and counterparties for KYC and due diligence purposes.
- Turnaround and fees depend on the service provider. Air Corporate's Expert package includes 1x Certificate of Incumbency (partner law firm).
- For official public records, the Companies Registry's Company Particulars Search is an alternative at HKD 22 per company (Companies Registry).
- If the COI is for use overseas, it may require notarisation or an apostille. The Judiciary charges HKD 125 per apostille, and notary or agent fees are separate.
What Is a Certificate of Incumbency?
A Certificate of Incumbency is a statement issued by the company's registered agent, company secretary, or licensed TCSP confirming the company's current status and key corporate details. It is signed by the secretary and typically sealed or certified with the company chop.
The document is prepared as of a specific date (the "incumbency date"). It reflects the company's statutory records at that moment, not historical changes or future planned changes.
Alternative names for the same document:
- Certificate of Officers
- Incumbency Certificate
- Secretary's Certificate
Note: In Hong Kong, the Companies Registry's own proof that a company is still on the register is called the Certificate of Continuing Registration (HKD 170), which many people call a "certificate of good standing". It is a separate document from the Certificate of Incumbency prepared by a service provider. See our Certificate of Incorporation guide for how to get it.
What Does a Certificate of Incumbency Include?
A standard Hong Kong Certificate of Incumbency contains:
| Section | Content |
|---|---|
| Company name | Full registered name in English and/or Chinese |
| Company number | From the Certificate of Incorporation (for companies incorporated on or after 27 December 2023, this is the BRN) |
| Business Registration Number (BRN) | From the Business Registration Certificate |
| Date of incorporation | As shown on the Certificate of Incorporation |
| Registered office address | Current registered address on public record |
| Directors | Full names, nationalities, and addresses of all current directors |
| Shareholders | Names and shareholdings of all current shareholders |
| Company secretary | Name of current company secretary |
| Incumbency date | The date as of which the information is certified |
| Signature and seal | Signed by the company secretary, sealed with company chop if applicable |
The COI does not replace the company's statutory registers. It summarises them as of a specific date.
When Do You Need a Certificate of Incumbency?
Opening a Corporate Bank Account
Many banks ask for a COI during the account opening process for a Hong Kong company. The bank's compliance team uses it to verify the beneficial owners, directors, and authorised signatories. Traditional banks (HSBC, CITIC, Hang Seng, UOB, OCBC) may request it as part of their KYC documentation. Digital banks may accept the Certificate of Incorporation and Business Registration Certificate instead.
International Transactions and Contracts
When a Hong Kong company enters into a significant commercial contract with an overseas counterparty, the foreign party often requests a COI to confirm that the person signing the contract is authorised to do so and that the company is in good standing.
Loan Applications and Trade Finance
Lenders, trade finance providers, and letter of credit issuers routinely require a COI to verify the borrowing entity's current directors and shareholders before approving credit facilities.
Mergers, Acquisitions, and Due Diligence
In M&A transactions, the buyer's legal counsel requests a COI from the target company as part of the legal due diligence package. It confirms the corporate structure at the point of deal signing or closing.
Regulatory and Licensing Applications
Some regulatory applications and procurement processes may ask for evidence of the company's current structure. Check the requirements of the relevant authority before commissioning a COI.
Who Can Issue a Certificate of Incumbency?
A Certificate of Incumbency can be issued by:
- The company's company secretary (if an individual ordinarily resident in Hong Kong)
- A licensed TCSP (Trust and Corporate Service Provider, licensed by the Companies Registry)
- The company's board of directors, by board resolution
In practice, banks and counterparties prefer a COI issued by a licensed TCSP or professional firm, as it carries greater credibility and professional indemnity backing. A self-issued COI (where a director certifies information about their own company) is accepted in some contexts but may face additional scrutiny.
Air Corporate is a licensed TCSP (TC008778) and provides the company secretary service. Its Expert package includes 1x Certificate of Incumbency (partner law firm).
How to Obtain a Certificate of Incumbency in Hong Kong
Step 1: Contact your company secretary or service provider
Request the COI from your registered company secretary or TCSP. Provide the purpose for which the document is required, as this affects what the document needs to cover (e.g., a bank may have a specific format requirement).
Step 2: Verify current company records
The service provider verifies the current state of the company's statutory registers: directors, shareholders, registered address, and company secretary. Any recent changes that have not yet been filed with the Companies Registry should be noted or updated before the COI is prepared.
Step 3: Prepare and certify the document
The TCSP prepares the COI document, has it signed by the authorised secretary, and affixes the company chop. Some requestors require it to be on the secretary's letterhead; others specify a notarial format.
Step 4: Notarisation and apostille (if required for overseas use)
If the COI is required by a foreign bank or counterparty in a country that is not comfortable with a certified company secretary document alone, you may need:
- Notarisation: A Hong Kong solicitor or notary public verifies and notarises the document. Notary fees vary by provider.
- Apostille: For use in countries that are parties to the Hague Apostille Convention, an apostille is issued by the Judiciary. The Judiciary charges HKD 125 per apostille application and a standard application normally takes 2 working days (Judiciary). Notary or agent fees, if you use one, are separate.
Not all countries require an apostille. Check with your counterparty or local counsel before incurring this additional step.
How Long Does It Take and What Does It Cost?
Turnaround and fees for a COI are set by the provider, not by the government, so there is no official price. Ask for a quote that states what is included.
| Item | Who sets the fee | Official figure |
|---|---|---|
| COI preparation by a TCSP or company secretary | The provider | None. Air Corporate's Expert package includes 1x Certificate of Incumbency (partner law firm) |
| Notarisation | The notary | None. Varies by provider |
| Apostille | Judiciary | HKD 125 per apostille application, normally 2 working days |
| Courier and agent handling | The provider | None. Varies by provider |
Need a Certificate of Incumbency for your Hong Kong company? Air Corporate prepares and certifies COIs as a licensed TCSP (TC008778). Included in the Expert package (1x Certificate of Incumbency, partner law firm). Trusted by 10,000+ companies. Get started →
The Company Particulars Report: A Government Alternative
The Company Particulars Search is an official report from the Companies Registry, available online through its e-Services Portal (how to obtain company information). It summarises the public record: the registered office address, share capital structure, shareholder information, current directors, and the company secretary.
| Feature | Certificate of Incumbency | Company Particulars Report |
|---|---|---|
| Issued by | Company secretary / TCSP | Companies Registry (government) |
| Cost | Set by the provider | HKD 22 per company |
| Speed | Depends on the provider | Online |
| Level of detail | Summary of the company's statutory registers as of a date | Summary of the public record |
| Private document | Yes | No, it reflects the public record |
| Bank acceptance | Widely requested | Accepted by some banks; check first |
For some purposes, the CPR at HKD 22 can be a practical alternative to a COI, and some banks, especially digital banks and fintechs, may accept it in place of a full COI. Check with your bank before commissioning a COI. If you need proof that the company is still on the register, ask for the Companies Registry's Certificate of Continuing Registration instead (see our Certificate of Incorporation guide).
When to Update Your Certificate of Incumbency
A COI is valid only as of the incumbency date printed on it. Banks and counterparties typically require a COI dated within 3 to 6 months of the request. If your company has had changes in directors, shareholders, or address since the last COI was issued, you must obtain a new one reflecting the current records.
Common triggers for a new COI:
- Change of director (appointment or resignation)
- Change of shareholders or share transfer
- Change of registered address
- Change of company secretary
- Any change that affects the company's authorised signatories
After any material corporate change, update the relevant statutory registers and file the required forms with the Companies Registry before requesting a new COI. The COI must reflect the filed, current position. For a full breakdown of what statutory registers the company must maintain, see company secretary in Hong Kong.
