CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Age of Documents for U.S. State-Level Authentication and Legalization

By: Tony Mackay, COGENCY GLOBAL INC. on Thu, Nov 14, 2019

Authentication and Legalization of US State Level Documents - How Old is Too OldIn our line of business, it’s not uncommon to field requests to authenticate certified copies of charter documents and Certificates of Good Standing for use in foreign countries.

More often than not, clients that need documents legalized will also request that we obtain those documents ‘fresh’ from the Secretary of State or similar state agency. This simplifies the legalization process as there are no concerns about whether or not the document can be authenticated.

However, sometimes clients have older certified copies or Certificates of Good Standing in their possession and the following questions arise:

  • “Are my certified copies outdated for legalization? We ordered them at the beginning of the year.”
  • “My Certificate of Good Standing is 6 months old, can we still have it legalized?”

All good questions without easy answers, as legalization requirements vary from state to state.

Authentication and Legalization: Delaware Documents

As one of the most popular states for doing business, Delaware has made it very easy to file almost any type of corporate document – but not so easy to have those documents legalized for use in another country.

The Delaware Secretary of State (SOS) requires that a certified copy or Certificate of Good Standing be legalized the same day it is issued, meaning if you ordered a Certificate of Good Standing yesterday and want that document legalized in Delaware the next day, the state cannot accommodate.

Wait, there’s more! In Delaware, if an entity has 10 documents on file (and no Restated Certificate, if a corporation), each of those 10 documents must be ordered separately and legalized separately, each with its own fee. As you might imagine, the costs can quickly escalate on such an order.

Authentication and Legalization: Documents from Other U.S. States

Compared to Delaware’s same day requirement, Nevada takes a more ‘middle of the road’ approach with their legalization process. The Nevada SOS will legalize certified copies and/or Certificates of Good Standing that are dated within 90 days of the submission of the legalization request.

California, Illinois and Texas take an even more lenient approach to legalizing certified copies and Certificates of Good Standing issued in their states. So long as documents provided for legalization are originals with the state seal attached on the submission, these states have no cut-off based on document age. In fact, the Illinois Secretary of State told me a few months back that they had just issued an apostille on a 50-year-old Illinois Certificate of Good Standing.

Want more info about authentication and legalization of U.S. state documents? Get in touch with our A&L team.

 

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: Authentication / Legalization