A certificate of incorporation is a common corporate document, issued by the Secretary of State that proves your company exists and has been formed in that State. Certificates can be issued digitally or in paper form depending on the issuing State. Nowadays, they're almost in digital format.
When you conduct business overseas, many company documents are usually required to present to prove the authenticity of the company's existence and operation. Besides certificates of incorporation, other documents may include:
Articles of Incorporation/Articles of Organization
Company's Annual report (Statement of information)
Bylaws (Operating Agreements)
Good Standing Certificate
Corporate Stock Ledger
For the company documents issued in the U.S. but will be used outside of the U.S., they must be notarized and apostilled or authenticated first.
If the destination country is a member of the Hague Convention of 1961, your document falls under the Apostille process (following Step 1-2);
If it's NOT a member of the Hague Convention of 1961, your document is required to go through the Authentication process (following Step 1-4).
Authentication or Apostille Process
Step 1: Get a certified copy of the company document.
The certified copy is issued by the Corporation or Business Division, or Department of Treasury of the Secretary of State's office of the state the company was formed. It shall bear the signature of the representative and the seal of the agency, certifying a copy as a true and legal document. Some states require that requests for certified copies must be submitted in writing while others may accept filing electronically.
Step 2: Get it authenticated or apostilled by the Secretary of State
For Hague Convention Countries, get it certified with an apostille by the Secretary of State. It does not require additional certification by the U.S. Department of State or legalization by a U.S. embassy or consulate overseas to be recognized in a participating country. You are all set!
For Non-Hague Convention Countries, get it certified with authentication by the Secretary of State. Go to Step 3.
Step 3: Get it authenticated or apostilled by the Department of State
Have your company document authenticated by the U.S. Department of State.
Step 4: Get it legalized by the embassy of your destination country
Contact the embassy of your destination country to get the company document legalized.
American Notary Service Center Inc. provides fair, fast, confidential, and professional document notarization and certification services for our clients. We also provide various assistance services to small businesses led by socially and economically disadvantaged groups. Our service helps small businesses obtain federal government contracts, gain a foothold in the market, and boost their sales. For more information, please visit our website at www.usnotarycenter.com, and contact us by calling 202-599-0777 or by email at firstname.lastname@example.org.