FAQ / What document is conclusive evidence that a company was incorporated (organized)?

Articles of Incorporation (Organization)

* DESCRIPTION: Articles of Incorporation (Organization) is the document you filed in the Department of State when your company was incorporated (organized). This document generally sets forth the business entity’s name, address as of the date of registration, name and address of the registered agent, and purposes of incorporation (organization). It may also include the number of shares the corporation is authorized to issue, the number of directors, and some other information.
* RETRIEVAL: Upon request the Office of the Secretary of State will issue a certified copy of the document as conclusive evidence that the company was in fact dissolved. The process of obtaining a certified copy from the Office of the Secretary of State is called the “retrieval”. Certified copies bear the Seal of the Department of State, the signature of the state officer (Secretary of State, Deputy Secretary of State, State Treasurer) and the statement that the document is in fact a true and correct copy of the original document kept on file in the Office of the Secretary of State.
* 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 certified copies as described above are accepted for further legalization. Computer generated or notarized copies cannot be accepted for legalization.
* RELATED DOCUMENTS: Articles of Incorporation (Organization) do not confirm that the company has current legal status . For this purpose you will need a Certificate of Status (also called Certificate of Existence or Certificate of Good Standing). If any amendments (e.g. change of name, change of address, etc.) were ever filed, Articles of Amendment might be required as well.

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