Opening a subsidiary or branch office abroad usually requires an apostille on four to seven corporate documents: a certificate of good standing, a certified copy of the articles of incorporation, a board resolution authorising the foreign entity, and a power of attorney naming the local representative. Which office apostilles each one depends entirely on who signed it — your state’s Secretary of State for state-issued and notarised documents, the U.S. Department of State for federal ones.

Which documents does a foreign registry actually ask for?

There is no universal list. A German Handelsregister filing, a Brazilian Junta Comercial registration and a UAE free-zone licence application ask for overlapping but different sets. What they have in common is that the demand originates from the destination’s companies registry, commercial court, chamber of commerce or — in civil-law countries — the local notary who will draft the incorporation deed. That is where your document list comes from, and you should get it in writing before you order a single certificate.

In practice, the recurring core is:

• Certificate of good standing (also called a certificate of existence or certificate of status) — proof the parent company legally exists and is current on its state obligations.
• Certified copy of the articles of incorporation or articles of organisation, sometimes with all filed amendments.
• Corporate resolution of the board or members authorising the formation of the foreign subsidiary or branch, naming the capital, the manager and the scope of activity.
• Power of attorney appointing a local lawyer, accountant or agent to sign the incorporation documents and deal with the registry, tax authority and bank.
• Certificate of incumbency or secretary’s certificate listing current officers and directors with specimen signatures.
• Notarised passport copies of directors, shareholders and ultimate beneficial owners.
• Bylaws or operating agreement, certified as true by an officer, where the registry wants to see the governance structure.

Sector-specific additions sit on top of that. Exporters of medical devices, food or drugs are frequently asked for an FDA Certificate to Foreign Government. Companies bidding on a public tender may need an apostilled commercial contract, a bank reference or audited financials. Firms registering a trademark or patent in the destination market usually need the power of attorney apostilled and sometimes an assignment deed. Regulated-sector hires may require an apostilled FBI Identity History Summary per director, and professional licensing boards abroad sometimes ask for apostilling diplomas and transcripts for the individuals named as managers.

Do not build your document list from a template, a forum post, or last year’s filing in a different country. Get the current list from the registry or the local notary who will file it, in writing, and ask two questions explicitly: how recent must each document be on the day of filing, and does the translation have to be done in their country?

Federal or state? Get this fork right before you ship anything

This is the single most expensive mistake companies make, and it costs a full round trip of courier time plus a re-order.

The United States has no single apostille office. The authority is determined by whose signature appears on the document:

• Secretary of State of the issuing state — for anything issued by that state’s government (a certificate of good standing, a certified copy of a corporate filing, a state court record) and for anything notarised by a notary commissioned in that state (your board resolution, power of attorney, incumbency certificate, notarised passport copy).
• U.S. Department of State, Office of Authentications — for documents signed by a federal official, by a U.S. consular officer, by a foreign consul registered with the Office of Protocol, or by a military notary or judge advocate. Federal submissions are accompanied by Form DS-4194, Request for Authentications Service.

The reason a misdirected document bounces is mechanical: each apostille authority can only certify signatures it holds on file. A Secretary of State holds specimen signatures for its own notaries and its own state officials — not for an FBI official or an FDA officer. The Department of State holds federal signatures, not those of a notary in Dallas. Neither office will “forward” your document; it comes back.

Note also that your state of incorporation governs the corporate documents, not the state where your head office sits. A Delaware-incorporated company headquartered in Boston gets its good standing certificate and certified charter copy apostilled in Delaware. If your entity was formed in South Carolina, the filing goes through Columbia; a New Hampshire entity is filed in Concord. One company with a Delaware parent, a California notary signing the POA and an FBI check for the managing director is running three separate filings in three separate offices — and those three can be prepared in parallel.

Documents checklist: who issues it, who apostilles it

Certified copy or notarised copy — which does the registry mean?

These are different things and registries reject the wrong one constantly.

A certified copy comes from the custodian of the record. For corporate filings, that is the Secretary of State’s business division: you order a copy of your articles of incorporation and the state issues it under its own seal with a certification page. The U.S. Department of State’s published requirement is that a document be an original or a certified copy, that seals and signatures be original rather than reproduced, and that the document carry a date of issuance.

A notarised copy is a photocopy you made, attested by a notary. Depending on the state, the notary either certifies the copy directly or takes an affidavit from the custodian that it is a true copy. This is the correct route for documents that have no government custodian — your bylaws, an internal resolution, a passport page — and it is the wrong route for anything the state itself issued. Do not photocopy your good standing certificate and have it notarised. Order a fresh original.

What the apostille on a notarised document actually certifies

When your board resolution, power of attorney or commercial contract is apostilled, the apostille authenticates the notary’s signature, seal and official capacity. It does not verify that the resolution was validly passed, that the signatory had authority, that the figures are accurate, or that the contract is enforceable. Companies get caught out when a foreign registrar or notary queries the substance of a document and the US side points at the apostille as if it settled the matter. It does not. If the registry wants evidence of signing authority, that is what the incumbency certificate is for.

Is the destination a Hague Convention country, and what changes if not?

Check the destination against the HCCH status table for the 1961 Apostille Convention before you plan anything. Two cautions that catch people out:

• Read the entry-into-force column, not just whether the country is listed. A state that has deposited its instrument of accession appears as a Contracting Party before the Convention is actually in force for it. Filing against an apostille during that gap fails.
• Accessions can be objected to by existing parties, which means the Convention may not operate between a specific pair of countries even though both appear on the table. Check the objections noted against your destination.

If the destination is a party and the Convention is in force with the United States, one apostille per document is the whole international step. If it is not, your documents need consular legalization instead: notarisation where applicable, county clerk certification where the state requires it, certification by the Secretary of State, authentication by the U.S. Department of State, and finally legalization by the destination country‘s embassy or consulate in the US. Each consulate sets its own rules, forms, appointment system and jurisdiction over which states it serves — so build your timeline around the consulate, which is almost always the slowest link, and confirm its requirements directly with that mission. Within Europe, formalities differ by country even among Convention members; our guide to how Spanish authorities handle apostilled US documents shows how much local practice can vary on top of the treaty baseline.

Does a county clerk have to certify before the state does?

In some states, yes. The best-known case is New York, where a notary’s signature is certified by the clerk of the county in which the notary is qualified before the state will issue an apostille. A few other states apply a similar intermediate step for certain document types. Skipping it means the package is returned from the state office untouched — and if you have batched ten documents together, the whole envelope comes back, not just the one that failed.

Confirm the requirement on the apostille page of the specific Secretary of State you are filing with before you ship. If your notarisation happened in a county clerk state, build that extra hop into the schedule.

In what order should you obtain the documents?

Sequence matters because the documents do not age at the same rate. The registry abroad will accept a five-year-old certified charter copy without comment and reject a good standing certificate that is a few weeks past their window. Order on that basis.

1. Get the registry’s written list first. Ask the destination companies registry, commercial court or the local notary who will file the incorporation for their current document requirements, their stated age limits for each item, and their translation rule. Everything downstream depends on this.
2. Start the long-lead federal items immediately. An FBI Identity History Summary or an FDA Certificate to Foreign Government has to be issued before any apostille work begins, and issuance is the slow part. Launch these on day one, in parallel with everything else.
3. Draft and notarise the private documents. Board resolution, power of attorney, incumbency certificate, certified bylaws, notarised passport copies. Have the local notary abroad review the draft POA text first — foreign notaries frequently require specific wording, and a POA that lacks it gets rejected after it has already been apostilled. Add the county clerk step here if your state requires it.
4. Order the short-dated state certificates last. Request the certificate of good standing and any certified copies once the rest of the file is nearly ready, so the registry’s clock starts as late as possible. Order fresh originals from the state; never substitute a photocopy you have on file.
5. Submit for apostille, split by authority. State documents and state-notarised documents go to the Secretary of State of the relevant state; federal certificates go to the U.S. Department of State with Form DS-4194. These are independent filings and run concurrently. For non-Convention destinations, this stage ends at the embassy or consulate, not at the apostille.
6. Translate, then file. Arrange translation according to the registry’s rule — some accept a US-prepared certified translation of apostilled documents, others insist on a sworn translator in their own jurisdiction. Then ship the complete set to your local representative for filing.

What goes wrong when the order is reversed: a company orders the good standing certificate first because it is the easiest to get, then waits six weeks on a director’s federal background check. By the time the file is complete and translated, the good standing certificate is outside the registry’s window. You re-order it, re-apostille it, re-translate it, and the local notary’s appointment slips. The certificate itself was never wrong — only its position in the queue.

Can several documents be apostilled in one submission?

Yes, with one condition: every document in the package must belong to the same authority. You can send eight Delaware documents to Delaware in one envelope. You cannot send seven Delaware documents and one FBI report to Delaware.

Each document receives its own apostille certificate attached to it — there is no such thing as a single apostille covering a bundle. The filing fee is charged per document by the issuing office; under our flat $120 per apostille, all-inclusive, that government fee is already covered, with no per-page add-ons and no separate government-fee surcharge.

What batching actually buys you is shipping and handling time, not processing time — the office still works document by document. And it carries a risk worth naming: if one document in the package is defective (missing issue date, wrong notarial wording, missing county clerk certification), the office may return the entire package. For a filing under a hard deadline, splitting a large set into two shipments can be the safer call. If your executive team is already overseas, the physical documents still have to originate and be processed in the US — our note on ordering a US apostille while your team is overseas covers how that works logistically.

How recent must each document be?

No US apostille authority puts an expiry date on an apostille. Once issued, it is permanently valid as a certificate. Every deadline in this process is imposed by the receiving side — the foreign companies registry, the local notary, the bank opening the subsidiary’s account, or the tender authority.

Those windows are real and they are enforced. Registries commonly impose a limit on the certificate of good standing and on any criminal record check, and sometimes on the power of attorney. Limits vary by country and by document type, and they are usually published on the registry’s own site or stated by the notary handling the incorporation deed. Ask for the number, in days or months, and confirm whether it runs from the issue date of the underlying document or from the date of the apostille — the two are different and the former is the more common rule.

Common reasons an apostille request is rejected

• Wrong authority. A federal certificate sent to a Secretary of State, or a state-notarised document sent to the U.S. Department of State. Neither office forwards it.
• Photocopy instead of a certified copy. Seals and signatures must be original. A scan, a colour copy, or a PDF printout of a good standing certificate will not be apostilled.
• No date of issuance on the document. The Department of State requires it, and a document without one is returned.
• Missing county clerk certification where the state requires that step ahead of the state apostille.
• Defective notarial certificate. Missing commission expiry, missing seal, wrong venue, an acknowledgement where a jurat was needed, or the notary signing a document they also drafted or have an interest in.
• Notary commissioned in a different state from the one you filed with. The apostille must come from the state that commissioned the notary.
• Wrong state for corporate records. Filing in the state of operations rather than the state of incorporation.
• Entity not in good standing. The state will not issue a good standing certificate at all if a franchise tax or annual report is outstanding — fix the delinquency first.
• Destination not in force under the Convention, so an apostille was issued where consular legalization was required. The apostille is valid; the foreign registry simply will not accept it.
• Document aged out abroad. The apostille is fine; the underlying certificate fell outside the registry’s window while the rest of the file was being assembled.
• Stapled or detached pages. Removing or re-stapling a state-issued multi-page document, or separating an apostille from the document it was attached to, invalidates it in the eyes of most receiving authorities.
• POA wording the foreign notary will not accept. Not an apostille defect at all, but it ends in the same place: a re-draft, a re-notarisation and a second apostille.

What to do next

Get the registry’s written document list and age limits, then sort your documents into two piles: state-issued or state-notarised in one, federally signed in the other. Those two piles become two parallel filings that can run at the same time. Confirm the destination’s status and entry-into-force date on the HCCH status table, confirm your filing state’s requirements on that Secretary of State’s apostille page, and confirm federal requirements at the U.S. Department of State’s apostille requirements page. Requirements vary by jurisdiction and the receiving authority abroad has the final say on what it will accept.

When the list is settled, send us the full set and we will route each document to the correct authority and return the apostilled originals ready for translation and filing — $120 per apostille, all-inclusive, with the government filing fees already covered.