A small-but-vital component of the Legalinc service offering is document retrieval. If you don’t often handle document retrievals, you may have questions about the purpose of each piece of documentation you can retrieve. While most legal professionals are very familiar with entity formation documentation, Apostilles, Certifications, and Certificates of Good Standing are dealt with far less often, making them a bit more confusing.
To clear up any confusion, we’re going to shed some light on the history and purpose of these three document types and how they impact all the entities you manage.
Apostilles came into existence following the 1961 Hague Convention and went into effect in 1965. They exist to streamline the process of certifying legal documents, especially for entities looking to transact business in a new nation, between multiple countries. Prior to their existence, critical business documents would have to be certified (or notarized) by both the sending country and the receiving country. This created a multitude of organizational issues and was largely ended with the introduction of apostilles.
Common documents that require this sort of certification include:
- Articles of Incorporation
- Certificates of Limited Partnership
- Articles of Organization
- Certificates of Merger
- Assumed Name Certificates
- Applications for Registration of Trademarks
- Certifications of Existence/Certificate of Good Standing
Today, apostilles tell a foreign country that the legal documents they received are certified as legitimate by the necessary parties in the country of origin. Think of it this way: whereas notaries certify documents from business-to-business within the U.S., apostilles certify documents between businesses in different countries. It’s important to note that this only applies if both parties are members of the Hague Convention On Private International Law.
To receive an apostille, which appears as a cover letter on your certified documents, you must go through your state’s Secretary of State office and submit an application. This process is critical but error-prone, so many entity managers choose to go through a partner like Legalinc to ensure their applications are submitted correctly.
The map below is a guide to countries that accept apostilles from one-another:
So, what is the protocol when you need to send certified business documents to a nation that isn’t a member nation of the Hague Convention? These are situations where a Certification is required. Certifications achieve the same results as apostilles, but because the two countries don’t have an apostille relationship with one another, the certified documents may be put under greater scrutiny by the nation of origin, the recipient nation, or both.
For businesses in the U.S., key countries that are not members of the Hague Convention include Canada, China, and the vast majority of Africa, the Middle East, and Southeast Asia. The process for receiving a certification is virtually identical to that of an apostille, and Legalinc can handle that process from start to finish.
Certificates of Good Standing
A Certificate of Good Standing (or Certificate of Existence/Status, depending on your state) serves a very different purpose than the two items mentioned above, but will likely be dealt with far more often for entities you manage.
Certificates of Good Standing are issued by the Secretary of State office where your entity was formed and legally certify that your entity is current with all required reports and taxes. Should your entity not be in good standing, you will most likely need to file missing reports, tax documents, and pay penalty fees to return to a state of good standing.
Why are Certificates of Good Standing important? Well, many states require them for numerous business filings, including but not limited to:
- Foreign Qualifications
- Professional Licensure
- Bank Transactions
- Taxation Purposes
Just like apostilles or certifications, to acquire a Certificate of Good Standing, you need to file an application with your native Secretary of State office. Legalinc handles this process for entity managers in all 50 states and would be happy to help you.
Whether you manage a single entity or hundreds of entities, we hope this brief overview aided your understanding of apostilles, certifications, and Certificates of Good Standing. If you’re looking for a partner to take on tasks for existing entities such as this, we strongly encourage you to consider Legalinc’s document retrieval services.
More than that, we encourage you to engage with our ongoing compliance monitoring dashboard so that when your entities need any of these certification types, you’re always in good standing. Finding out that you’re out of compliance during critical transactions can result in lost time, lost money, and lost business relationships.