Entity formation and incorporation documents for foreign use

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.

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Apostille U.S Diplomas and Transcripts for Spain

There are several options which are available when it comes to authentication of US school documents for use in Spain:

1. Apostille for Original School issued Duplicate – this is the most complicated method, however, depending on the purpose for which the document shall be used may be the only acceptable method. To get apostille on the original duplicate the owner of the diploma/transcript will have to:

NOTE: Third parties cannot obtain the document

a. Contact the Registrar’s Office of the school and request a duplicate to be issued

b. At the same time the owner of the document must request that an authorized official of the school (i.e Dean, Registrar, Assistant Registrar, etc) make a statement on the back of the duplicate along the following lines:

Hereby I, <full name> being the <title with the school> of the <name of the school> attest that this is the original diploma/transcripts issued to <name of the student>

c. This statement must be signed and notarized. Majority of the US schools have notaries on staff so this should not be an issue.

Once the duplicate is issued and notarized it may be apostilled.

2. Apostille for Original – this option may be available in several states, where the notary rules allow notary to attest the document being the original document presented to them by the document custodian. Not all states allow this; in fact the prevailing majority does not. In this case, the apostille will be issued in the state where the notary is commissioned. Which may raise several questions with the target authorities in Spain, especially if the state is different from where your diploma has been issued.

3. Apostille for photocopy – this options is practically the same the previous one (Option # 2), except the notary will compare original and the copy and attest the copy as true and correct copy of the original document.

As our experience shows, options # 1 and # 2 are the only two options acceptable when it comes to presentation of US education documents in Spain. In fact, getting an apostille on the Original School issued Duplicate is the most reliable method, since all the statements are made by an authorized official of the school. Several US states have already implemented the policy that in order to get the apostille on a school diploma, transcript or certificate this procedure must be followed.

TIP: If you are already overseas and need to follow the process described in option #1 and get an apostille for the original school issued duplicate, you can have the school mail the document directly to our office for processing, instead of having them mail it internationally (if available, to begin with) and then mailing it back to the states.

More about the process of getting diplomas apostilled for Spain and our contact information can be found here.

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US Driving Record / Abstract of driving record

As we have discussed earlier, one way to show to foreign authorities that you have a valid driver license, is to have a copy thereof apostilled. Lately, we have seen a tremendous increase in the requirement of such proof.

This brings us to the other document, also covered briefly earlier: the Certified US Driving Record or Driver Abstract. This is an official government issued document which basically shows your driving history and serves as proof that you posses a valid driver license.

In most states such certified abstracts are private records and the person in question must obtain the document themselves. For the majority of US States this is not an issue as online ordering is available.

TIP: If you are outside of the US and foreign government needs proof that you posses a driver license in the United States and will not accept apostilled copy of the license go to the official web page of your states DMV or MVC and search for driving record or driver abstract.

NOTE: You need a certified copy, and not the plain one! When making the request, please ensure that you are ordering certified copy. Although some states only issue only certified copies, others don’t, and the fees and requirements to get the certified copy may be different.

TIP: The links and instructions to get the Certified Driving Record or Driver Abstract are usually under the Driving History/Record tab for most DMV’s / MVC’s.

The Certified Driving Record or Driver Abstract can then be apostilled or authenticated for use overseas.

In case your state DMV / MVC does not allow online ordering, give them a call and see if you may mail the request to them and have them forward the certified copy to an address you will provide? In some instances, an applicant may want the document to be forwarded to a third party for apostille processing, especially if the applicant is already outside of the United States.

If you have questions or have additional information about getting the Certified Driving Record / Driver Abstract or have a set of requirements from foreign governments which you would like to share please feel free to comment on our Facebook page here or Google+ here.

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Criminal Background Check for Italian Citizenship

Getting an Italian Citizenship may require an entire set of properly prepared and authenticated documents. Among those documents is the Criminal History Background Check. The reason we wanted to focus on the subject is that when it comes to Italy the requirements are a little stricter than it may be for other countries.

First of all, an applicant will have to obtain the Background Check from Federal Bureau of Investigations (FBI) which will cover all US States. The process of getting the CBC from FBI is pretty straightforward, however, it is still a time consuming processes. Fortunately, there are several ways to expedite the processes by employing services of the Official FBI channeler. Although this will not be an instant result, the processing time may be reduced significantly.

In addition to the FBI Criminal Record Check, the applicant will have to produce a Background Check from a law enforcement agency from each state of known residency. For instance, if a person lived in Pennsylvania, Vermont and Florida, then in addition to the FBI CBC the applicant will need a Criminal History Record Check from Pennsylvania, Vermont and Florida.

Most importantly, all the documents should be properly issued in order to be eligible for an apostille, before the said Background Checks may be presented to the foreign authorities.

More information about State and National Background Checks is available here.

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Applying for a Foreign Driver License

Getting a Driver License in a foreign country may be a complicated process. However, having all documents in order before hand, sure will make the process a bit more bearable. Driver Licenses in the United States are issued on state level by the Motor Vehicle Administration, also known as Department of Motor Vehicles of the state of your residence.  Many foreign countries require solid evidence of possession of the valid US Driver License from the applicants. Unfortunately, an original Driver License or a copy thereof is never sufficient.

What may be used as proof of possession of a valid US Driver License?

Well there are two known options which may, or may NOT work, depending on the country where one intends to apply for a Driver License.

(i) Firstly, there is a photocopy of the original document duly apostilled or attested by the embassy of the target country. To get a photocopy simply follow these steps:

STEP 1: Make a copy of your valid Driver License

STEP 2: On that copy make a statement:

Hereby I, <your full name as it appears in the document>, attest that this is a true and correct copy of my <state> Driver License #<number>

<TIP> In some states the Notary Public may compare the document and a copy and make such statement, so you might want to check beforehand if your state allows notaries to do it. If such copy validations are allowed in your state, then you do not need to make the statement, the notary will make it for you.

STEP 3: Take the copy to a local notary public, sign the document in front of the notary and have your signature notarized.

STEP 4: Send the document to be apostilled or attested by the Embassy of the target country.

(ii) Another option is to obtain a Certified Driver Abstract or Certified Driver Record. The document may be called differently in different states, however, the purpose is always the same. Such Certified Driver information is issued by the MVA/DMV of your state and contains basic information about the Driver, including the fact that they possess a valid Driver License in the said state. Driver Abstract or Driver Record must be Certified in order to be eligible for apostille or attestation by the Embassy.

Certified Driving Record Abstract

Which document should I use, Certified Driver Abstract or a Copy of my DL?

That depends on the requirements of the authorities of the foreign country where the

application is being made. Some countries may accept either one, while others have set strict requirement for one or the other.

Do I need to surrender my US driver license to foreign authorities?

Some countries, do require that you surrender your US Driver License to them in order to be eligible for that country’s Driver License. However, such practice in not common.

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Background Check for South Korea

What kind of Background Check is acceptable for use in South Korea?

In the past any type of Criminal Background Check, with an apostille, was perfectly acceptable for use in South Korea. Applicant could obtain such background checks from local or state law enforcement agency with ease and have the document apostilled. Unfortunately, such records are no longer deemed adequate for work or visa purposes in South Korea.

The most current requirement states that all Criminal History reports must be obtained from the Federal Bureau of Investigations and apostilled accordingly. The only issue is that such background checks take much longer to obtain, especially when the applicant is already abroad.

Who can assist with getting an FBI Background Check?

Fortunately, there are plenty of options available when it comes to retrieval of background checks from FBI. First of all, there may be family and friends who will be willing to obtain the document, provided they have all proper authorizations from the applicant. There are third party service providers who may assist with the retrieval for a set fee. And lastly there are channelers who may facilitate expedited retrieval for a fee. A list of FBI approved channelers is provided on the FBI website and can be accessed free of charge. Regardless of which method you use to obtain the record, finger print submission is a must.

Does FBI issue apostille for Background Check?

No, they do not. Apostille is issued by the United States Department of State for all documents issued by the US Federal agencies, such as FBI. To be eligible for an apostille, it is crucial that the background check from the FBI contains all required signatures, names and titles of the official signing the document. Without such information the document may not be eligible for an apostille.

FBI Criminal Background Check

Certified FBI Criminal Background Check

Is there a way to ensure that FBI Background Check is eligible for apostille?

When making the request is important to indicate that the document is requested specifically for an apostille and must be certified.

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Validity of Certificate of Good standing

Corporate status certificates, which include Certificates of Status, Certificates of Fact and Certificates of Good standing, all have validity date. Although this is not expressly stated on the document, this is true when dealing with both local and international authorities.

Due to the fact that the sole purpose of the Certificate of Good standing is to establish the status and existence of the legal entity on the moment of said certification, over the period of time such status may change. For instance, several months after obtaining the Certificate of Status the entity may file for dissolution and therefore the aforementioned certificate is no longer valid by default.

As the result many authorities set specific timeframes for the validity of Certificates of Good standing. In the United States, such certificates are generally valid for a period of six months after issue date. In foreign jurisdictions this timeframe may vary from 30 calendar days up to six months.

Thus, it is strongly advised that one confirm beforehand with the target authorities the said validity period of Certificates of Good standing in order to avoid any unnecessary delays and unforeseen expenses associated with reordering the status certificates and getting them authenticated for foreign use.

There are several types of status certificates in the United States which may be used for international purposes:  (a) Short Form Certificates of Good standing and (b) Long Form Certificates of Good standing. Unfortunately, several states may also issue Certificates Not in Good standing. Such certificates should not be presented to foreign authorities, as all that they will show is that the entity failed to maintain it status in good standing and / or may have been already dissolved. Of course, if you are planning to close your Branch or Representative Office, or dissolve the subsidiary in a foreign country the Certificate No in Good standing may be used to show that the entity cease to exist.

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Changes to Texas Apostille

The changes in the appearance of the Texas apostille and Texas Authentication Certificate come to life with an effort of unification of the general look of the certificates issued by the Office of Texas Secretary of State.  Apostille and Authentication Certificates in the Sate of Texas will no longer be issued with a gold seal, instead Texas Apostille and Texas Authentication Certificates will feature a black and white seal.

Notice about the change concerning apostille and authentication certificates in Texas, was posted on the TX SOS website with the starting date stated as “Effective immediately”.

Other than that, the apostille looks exactly the same as it did before the change. In fact if you have only dealt with Texas apostille only a couple of times, it is very likely that you will not even notice the difference.

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Getting documents apostilled

Today we will look on some none-standard documents which one may need to have apostilled. For instance, many of our clients require documents which prove their residency in the United States; however, such documents have nothing to do with the tax residency. Others many need letters from their doctors or employers, as well a number of other miscellaneous papers which are not issued by any official government agency. All such documents are eligible for an apostille, however, they may need special preparation. The above referenced documents all can be categorized as letters. Such documents may only be eligible for an apostille if properly notarized.

For instance, one has a letter from a doctor addressed to foreign authorities that an individual in question has been seen by the doctor and is considered healthy and eligible for travel. In this case the signature of the doctor must be notarized directly in order to be accepted for an apostille.

Other documents, such as a copy of the driver license or a copy of a lease agreement, which may be used to show residency, must be notarized through an affidavit of the document custodian. Since States do not maintain any official residency registration, i.e you do not have to register with local authorities when you move into town or new apartment like in a number of foreign countries, the aforementioned documents are widely accepted as proof of residency by a number of foreign authorities. To get an apostille for the said documents, the custodian needs to make an affidavit attesting to the document being the true, correct and complete copy of the original document in ones possession. In some states, like District of Colombia, a notary may compare copy to the original and notarize a copy without the affidavit, but for the most states where notary is not allowed to do so, the signature of the document custodian on affidavit must be notarized in order for the document to be eligible for an apostille.

TIP: It is important that the notary performs the notarization properly in accordance to notary rules where the said notary is commissioned. For instance, in California, the use of acknowledgement is a must in order for document to be apostilled.

The affidavit of the custodian is a rather simple letter in which can be drafted easily.

TIP: apostille.us offers a free document review services, which can be used to your advantage even if you plan to get an apostille on your own. Simply scan and e-mail us a copy of the document, asking for review and our specialists will let you know if the document is ready for an apostille or advise which additional steps may be required. Alternatively, you may fill out our online application form to order free review or the apostille here.

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Apostille in the USA

This gallery contains 79 photos.

Many wonder what does an apostille look like throughout the United States. So we have decided to post a small gallery of apostille samples from different states for you to look at. We’ve assembled almost all apostille samples, the ones … Continue reading

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