What are the entity formation or incorporation documents?
As discussed in our previous post on the subject of Certifies and Articles of Incorporation, this formation documents are the essential proof that the corporation or the company was duly formed in a specific jurisdiction. Some countries maintain a national registry of legal entities while others have local governing bodies who maintain custody of events dealing with forming or incorporating legal entities.
In the United States, for example, companies and corporations are formed on a state level and as the result the proof of legal existence of the entity in question is only available for a specific state authority rather than from a national authority.
When it comes to presenting the corporate records in foreign countries, it is very likely that one will have to produce a certified copy of formation or incorporation documents as well as other supporting certificates showing legal existence of the said entity. The supporting documents may consist of articles of amendment, name changes and mergers as well as certificates of status, existence and good standing. All this documents prove legal status of the entity.
Certificates and Articles of Formation and Incorporation of a US company or corporation, may be required in foreign countries for a list of purposes which may include, but are certainly not limited to: opening branch and representative offices, opening corporate bank accounts, registering with the foreign tax authorities and applying for foreign tax ID numbers, signing contracts, agreements and other deeds.
How to obtain entity formation documents for foreign use?
Start with the state where the entity was formed. So let us assume that a corporation was incorporated in the state of Delaware. In this case, unless the said corporation filed a certificate of authority with another state, the incorporation documents will be available from the state of Delaware and not from California, Texas or New York. The exception applies to the entities form in one jurisdiction and who filled a certificate of authority, registering them as a “foreign” entity in another states. In such exception the crucial formation documents may be obtain from either jurisdiction.
As also discussed in the previous post (which can be found here) there is a difference between the plain copies of the formation and incorporation copies and the certified copies of such documents.
TIP: For many foreign authorities it is important that all your business records are presented with consistency. For example, if you have a corporation all your documents must refer to your entity as a corporation and not a company. Although this does not apply to every country, the prevailing majority may have an issue with such difference.
What if the name of corporation has changed?
For such an event to occur a proper document must have been filed with the state authorities in jurisdiction where the entity was formed or incorporated. The document may be either certificate of amendment or the certificate of name change. In either case, a certified copy of such records must be obtained along with formation / incorporation documents. If you present only one document in such case, the foreign authorities may reject your documents or that may even have other, rather negative consequences. Whatever the case may be, all documents must be consistent. (Additional information about amendment and good standing certificates can be found in our earlier post here)
Is apostille needed for entity formation or incorporation documents?
That depends on the country where the documents shall be used. If the country is party to the “apostille convention” then the documents will have to be apostilled, otherwise a chanin authentication will be required.
How to order entity formation or incorporation documents?
There are several options which are available. First of all, you may contact the appropriate state authorities and follow their instructions directly. Alternatively you may use our online application form which may be found here, to use our expert retrieval and apostille services.
