Appointing a distributor abroad usually means apostilling five to eight documents: a certificate of good standing, a certified copy of your articles of incorporation, a board resolution authorising the appointment, a notarised power of attorney, and the executed distribution agreement. Corporate records are apostilled by the Secretary of State; FDA, USDA and USPTO certificates are apostilled by the US Department of State.

The situation looks the same almost every time. You have signed heads of terms with a distributor in an overseas market, and their lawyer has sent back a list — sometimes a scanned registry form, sometimes three lines in an email — of the documents the local commercial registry, customs broker or health regulator wants before the appointment can be recorded and the first container can clear. There is a date attached to it: a registry filing window, a tender deadline, a sailing. And the list does not say who issues any of it, which half is federal, or what order to do it in.

This page follows the documents one at a time. It is written for the person who has to brief a lawyer, a registry and a shipper in the same week.

Which documents does the distributor’s side usually ask for?

The exact set is decided by whoever receives the file — a companies registry, a ministry of commerce, a customs authority or a product regulator. Get that list in writing before you order anything. The table below covers the items that appear on most distributor-appointment checklists and tells you who issues each and who can authenticate it.

If a manager is relocating to open a local office alongside the appointment, that is a separate workflow with its own documents — birth certificate, marriage certificate, diploma and transcript, FBI Identity History Summary — and its own deadlines. Do not merge the two files. Vital records are state documents apostilled by the state of issue; the FBI Identity History Summary is federal and only the US Department of State can apostille it. Mixing a visa packet into a registry packet is a common way to lose both.

Federal or state — who apostilles what, and why people get this wrong

There is one rule underneath all of it: the apostille is issued by the authority that can verify the seal on the page. A state Secretary of State keeps specimen signatures for its own registry officials and for notaries commissioned in that state. The US Department of State keeps them for federal agency officials. Neither can certify the other’s seal, and sending a document to the wrong office costs you the round trip.

Two traps catch experienced in-house counsel. The first is incorporation state versus operating state: a Delaware corporation run from Austin gets its good-standing certificate apostilled in Delaware and its notarised board resolution apostilled in Texas. Those are two offices, two queues, two shipments. The second is assuming an FDA or USDA certificate goes to the state it was signed in — it does not, because the signer is a federal official. Our breakdown of which corporate documents are federal and which are state-issued works through the split in more detail, and if your goods are regulated, start with FDA and USDA export certificates that need authentication.

In what order does all of this have to happen?

1. Get the checklist in writing. Ask the distributor’s counsel for the registry’s own list, the validity window in days or months, and whether the translation must be done by a sworn translator in-country. An emailed list from the registry is worth a week of guessing.
2. Check the destination’s treaty status before you spend anything. Consult the HCCH status table for the Apostille Convention. If the country is not a party, your route is authentication plus consular legalisation and the whole schedule is longer.
3. Order the state certificates. Certificate of good standing and certified copies of the articles come from the Secretary of State of the state of incorporation. Order them late rather than early — the validity clock usually starts the day they are issued.
4. Execute and notarise the contract set. Power of attorney, board resolution and the agreement signature page are signed in front of a notary. If local counsel has supplied mandatory POA wording, use their text verbatim; a re-drafted POA is a rejection.
5. Do the county clerk step if your state requires it. A few states, New York among them, require the county clerk to certify the notary’s commission before the Secretary of State will issue an apostille. Skip it and the whole batch comes back.
6. Apostille federal and state items in parallel. They are separate queues and there is no reason to run them in series. Federal items go to the Office of Authentications; state items to each relevant Secretary of State.
7. Translate, then ship. The sworn translator works from the apostilled original, including the apostille certificate itself. Couriered originals go to local counsel, who files.

Reverse steps four and six and you have a notarised document with no apostille path. Reverse six and seven and you have a translation that does not include the apostille, which most registries treat as an incomplete document — redo the translation and, if the translator detached pages to work from them, redo the apostille too. Order the certificates in step three at the start of the project instead of near the end, and you may find them out of date by the time the file is complete. Each of those mistakes is measured in weeks, not days.

Do you need a translation as well as an apostille — and in which order?

An apostille certifies the authenticity of the signature, the capacity of the signer and the identity of the seal. It makes no statement about content and does not translate anything. If the receiving country’s official language is not English, you will almost certainly need a translation as well.

Where that translation is produced matters more than most people expect. Civil-law jurisdictions typically maintain a register of sworn, court-appointed or officially licensed translators, and only those translators can produce a translation a registry will accept. A translation produced in the United States — even a notarised one with a translator’s affidavit apostilled by the Secretary of State — is frequently refused by those registries, and the cost is a second translation and another week on the courier.

The practical default is: apostille first, translate second, in the destination country. The translator renders the document and the apostille together, and the translation is bound to the original. Confirm this with the receiving office before you commission anything, because a minority of jurisdictions do the opposite and want the translation attached in the US with its own authentication.

Never unstaple an apostilled document. The apostille is attached to a specific set of pages; separating them to scan, copy or translate voids the attachment, and no registry will accept a re-stapled file. Send scans to your translator and keep the physical original intact.

How recent do the documents have to be?

Apostilles themselves do not expire. The validity window comes entirely from the receiving office — a commercial registry, a customs authority or a regulator — and it is one of the most common reasons a complete, correctly apostilled file is still rejected.

Three things to establish before you order anything:

• What the window is. Registries commonly apply a limit of a few months; some apply none to corporate constitutional documents but a short one to good-standing certificates. Ask for the number in writing.
• What the clock runs from. This is the detail that catches people. Most registries measure from the issue date of the underlying document, not the date of the apostille. A certificate of good standing pulled six months ago with an apostille issued last week is still a six-month-old certificate.
• Whether the window survives a resubmission. If the registry returns the file for an unrelated correction, the clock usually keeps running. Build slack in.

Federal export certificates have their own characteristics: some FDA and USDA certificates are tied to a specific shipment, consignee or product list, which means a document that is perfectly valid for one container is useless for the next. If your appointment covers an ongoing supply relationship, ask whether the regulator wants a certificate per shipment or an annual one. Our page on apostilling an FDA Certificate of Free Sale covers how that document behaves once it arrives.

Is the filing done at a consulate in the US or in-country?

If the destination is a contracting party to the Apostille Convention, there is no consular step. The apostille is the final US-side act; the originals are couriered to your distributor or local counsel, who lodges them with the registry, the customs broker or the regulator. Nothing is filed at a consulate in the United States.

If the destination is not a party, you need consular legalisation instead: the document is authenticated at state level where applicable, then authenticated by the US Department of State, then legalised at that country’s embassy or consulate in the US. That is three sequential queues plus consular appointment availability, and it should be planned in months.

Two edge cases are worth knowing because they catch people who checked once and assumed it stuck. First, a number of countries have joined the Convention recently, and a document executed before the entry-into-force date for that country may still need the legalisation route. Second, under Article 12 of the Convention, an accession takes effect only between the acceding state and those existing contracting states that have not objected to it — so in a handful of pairings, the apostille route is unavailable even though both countries appear on the list. Check the HCCH status table for the specific country, including the objections column, on the day you plan the route.

Common reasons an apostille request is rejected

• The notary’s acknowledgement is defective. Missing venue, missing commission expiry, an illegible seal, or a notary whose commission lapsed between signing and submission. The state checks the notary before it checks anything else.
• The county clerk step was skipped in a state that requires it.
• A photocopy was submitted instead of a certified copy. Registry printouts, PDFs and scans of certificates are not the certificate. The state will only apostille the document it issued.
• Wrong office. A federal agency certificate sent to a Secretary of State, or a state registry certificate sent to the Office of Authentications.
• Wrong state. Good-standing certificate from the incorporation state sent to the operating state’s Secretary of State.
• No public act on a private document. A distribution agreement, bill of sale or company letter with only commercial signatures on it has nothing for the state to certify.
• Destination country not named on the request, where the office requires it — several states print it on the apostille or use it to decide between apostille and authentication certificate.
• Pages separated or re-fastened after the apostille was attached.
• Name mismatch. The company name on the contract does not match the registered name on the good-standing certificate exactly — a dropped “Inc.”, a trading name, a post-merger entity.
• Signatory without authority. The officer who signed the POA is not the officer named in the board resolution, so the registry rejects the whole chain even though every apostille is valid.

What we handle, and what we don’t

We handle the US side: identifying which authority can authenticate each document, preparing and lodging the requests with the Office of Authentications and the relevant Secretaries of State, and returning apostilled originals to you or directly to your counsel abroad. Our price is $120 per apostille, all-inclusive — no separate government-fee surcharge and no per-page add-ons, since the issuing authority’s filing fee is covered in that flat price. You are billed per apostille certificate, so a nine-document registry file needs nine.

What we do not control is the decision at the other end. The registry, ministry or customs authority that receives the file sets the document list, the validity window and the translation rule, and it has the final say on acceptance. Requirements change without announcement. Confirm the current checklist with the receiving office or your local counsel, and treat any list older than a few months — including one from a blog post — as a starting point rather than an authority.

Processing times at each office vary by season and by workload, and because federal and state queues are independent, the critical path is usually whichever single document takes longest to issue — most often an FDA or USDA certificate, not the apostille itself.

What to do next

Before you order anything, do three things in this order: get the registry’s document list and validity window in writing from your distributor’s counsel; confirm the destination’s current status on the HCCH table including objections; and confirm whether translation must be sworn and in-country. Then split your list into two columns — federal and state — and start both in parallel.

If the appointment sits alongside a local entity registration or a public procurement bid, the document sets overlap heavily and can be ordered together: see the document set for opening a subsidiary abroad and corporate documents for a foreign government tender. If the distributor will be recording your brand locally, add apostilling USPTO records for a foreign IP filing to the same batch rather than running it a month later.

When your list is confirmed, send it over with the destination country and the filing deadline and we will tell you which items go federal, which go state, and what sequence keeps them all inside the registry’s window.