When it comes to international business activities, many foreign authorities will often request a duly authenticated business licenses and permits to be presented either with apostille certificate or embassy legalization stamp. However, such requests, in general, refer to a little different set of documents from what we would think of in the first place. Whenever a term business license or permit is used, the very first item that comes to mind is the actual business license. In many US states, in order to conduct business, depending on the nature of the said business, you must have a state license. They come in various sizes and colors, but typically they have nothing to do with the requests made by foreign officials.
So if they do not want the actual license and permit, what do they need?
Depending on your target goals, this may be a variable, but most likely by the requests for business licenses and permits, foreign officials need to see the documents which proof the fact of establishment of your entity as well as documented confirmation of existence of your entity. Such sets of documents will consist of a minimum of two (2) documents and may be expanded if necessary.
Which documents qualify?
1. Certificate of Incorporation | Certificate of Formation | Articles of Incorporation | Articles of Formation – all of the above share the same purpose. One of the above listed documents is filed with the state government authorities in order to form a limited liability company, partnership or to establish a corporation. Such documents serve as proof that the entity, either the corporation or an LLC, was duly established with the appropriate government body which has the oversight of the business activities in your particular state.
2. Certificate of Good Standing | Certificate of Existence | Certificate of Status – although named differently in various US states, all of the above listed documents serve the same purpose. Although your entity may have been formed 20 years ago, your certificate of incorporation does not prove that it still exists. This is where the Certificate of Good Standing comes into play. Such status certificates are issued by the Corporations Records Division of your state and verify that on the date of certification such entity still exists in the state and was not dissolved or suspended. It is common that such documents are not valid after three (3) to six (6) months after issue.
Although the above listed two documents are the most common documents used in connection to requests for business licenses and permits made by foreign authorities, you may need additional documents to satisfy the foreign requirements.
Let us assume that at some point of time you have changed the name of your entity. This in turn will create a problem since the name on your incorporation certificate will be different than the name on the certificate of status. You will have to provide a Certified Copy of Certificate of Amendment showing the actual name change.
Also, many foreign governments may require that you provide information about the officers of the company or the shareholders. This may be a little tricky as not all states may collect such information. However, you may always check your Annual Report or Biannual Report, whichever is supposed to be filed in your state on a regular basis.
TIP: Failure to file required reports with the state may result into suspension or dissolution of the entity. Suspended or dissolved entities may not receive a Certificate of Good Standing.
If your report does not contain the required information then a different document shall be used to provide the most accurate information to the foreign government officials.
What is Trade Registry and where do I get an excerpt from it?
For US Corporations and Companies (including LLC’s and LLP’s) this does not exist. Your formation/incorporation document along with the status certificate will satisfy the foreign requirement, provide there were no amendments made to the original corporate or company filing document. Usually such requests come from the CIS countries where the Unified State Trade Registries exist for all business entities. The two common countries which made such requests are Russia and Ukraine.
NOTE: Although the list above includes the common documents which are required by foreign authorities when it comes to the business licenses and permits, each individual case may be different. It is strongly advised to confirm the list of the required documents beforehand with the target authorities to whom the documents shall be presented.
Legalization of your corporate licenses and permits should be done by means of apostille or embassy legalization. In order to ensure that your documents are eligible for authentication, it is crucial to retrieve new certified copies of all the required documents. Most states require that the certified copies of such documents must be issued no longer than six months prior to their submission for apostille or foreign authentication.
TIP: Some states (i.e Washington) require that all your corporate records (including Certificates of Incorporation, Articles of Incorporation, Certificates of Formation, Articles of Organization, Certificates of Good standing, Certificates of Status, Annual Reports and Certificates of Amendment) are requested together with apostille or foreign authentication. Certified copies of such corporate records are NOT eligible for apostille or foreign authentication at a later date.
Each US State has its own standard of certification of corporate records. Some may issue certified copies with embossed seals and live signatures, other may issue black and white copies with “pen-in-hand” signature of the state official confirming the authenticity of the record, while others may fax you a certified copy or allow you to obtain it online, provided you have an account with the government agency.