FAQ / What document can serve as conclusive evidence that a company has current legal status?

Certificate of Status

* DESCRIPTION: A Certificate of Status (also known as Certificate of Existence or Certificate of Good Standing) is a document issued by a state official (usually the Secretary of State) as conclusive evidence that a corporation or LLC is in existence and is authorized to transact business in the state, and that the company is in compliance with all state-required formalities. The Certificate of Status generally sets forth the business entity’s name; that the business entity was duly incorporated or organized and is authorized to transact business in that state; that all fees, taxes and/or any applicable penalties owed to the state have been paid; that the company’s most recent annual report has been filed; and that articles of dissolution for the company have not been filed.

* RETRIEVAL: Upon request the Office of the Secretary of State will issue an original Certificate of Status. The process of obtaining an original document from the Office of Secretary of State is called the “retrieval”. The original Certificate of Status bears the Seal of the Department of State and the signature of the State officer (Secretary of State, Deputy Secretary of State, State Treasurer).

* LEGALIZATION: APOSTILLE: If the document is intended for use in a foreign country it has to be legalized (another word is “authenticated”) for foreign use. This is a process in which various seals are placed on the document. The legalization procedure basically depends on one factor: whether the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”). In this case the only legalization required is an Apostille certificate. (Apostille is a French word which means a certification). A document bearing an Apostille is valid in all of the Hague countries .
* CONSULAR LEGLAIZATION: Many foreign jurisdictions have not joined the Hague Convention. If the document is intended for a non-Hague country the consular legalization will be required. Before the consulate or the embassy can stamp the document, the document has to be authenticated on the state and federal levels.

* LEGALIZATION REQUIREMENTS: Only original Certificates of Status as described above are accepted for further legalization. Computer generated or notarized copies cannot be accepted for legalization.

* RELATED DOCUMENTS: Very often receiving organizations in foreign countries require Articles of Incorporation (Articles of Organization in case of limited liability companies) to be submitted along with the Certificate of Status. If any amendments (e.g. change of name, change of address, etc.) were ever filed, Articles of Amendment will be required as well.

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