Which corporate documents get apostilled when you open a subsidiary abroad?

In almost every case: the parent company’s certificate of good standing, certified copies of its articles of incorporation or organisation, the board resolution authorising the new entity, and the power of attorney appointing a local representative. The first two are state records apostilled by the Secretary of State that issued them. The board resolution and power of attorney are notarised documents, apostilled by the state where the notary is commissioned. Federally issued items — tax, regulatory or FBI records — go to the US Department of State instead.

The situation this page is written for

A US parent company has decided to register a wholly owned subsidiary overseas. Local counsel or the formation agent sends back a one-page list: certificate of good standing for the parent, certified articles, a board resolution approving the incorporation and the share subscription, a power of attorney in favour of the local director, passport copies of the signatories, sometimes a tax residency certificate — “all apostilled, and a sworn translation.” There is usually a date attached, because a notary appointment, a bank account opening or a lease signing in the destination country has already been booked.

What the list does not say is who issues each item, which government office apostilles which, that two of those offices run on completely different clocks, or that ordering the translation at the wrong moment means paying for it twice. That is what this page covers, document by document.

One honest caveat up front: requirements are set by the registry, ministry or notary in the destination country, and they differ country by country. This page explains the US-side chain, which is the half we handle, and tells you exactly which questions to put to the receiving office, which is the half nobody in the United States can answer for you.

Federal or state — how do you tell which is which?

This is the distinction that costs the most time when it is missed, and the test is simpler than most people expect. An apostille does not certify that a document is true. It certifies that the signature and seal on it are genuine. So the apostille has to come from the authority that holds the specimen signature of the officer who signed the document.

• A state officer signed it — a Secretary of State registrar, a county clerk, a state vital records registrar, or a notary commissioned by that state. The apostille comes from that state’s Secretary of State. The National Association of Secretaries of State directs you to the issuing state for exactly this reason.
• A federal officer signed it — an IRS, FBI, FDA, USDA or USPTO official. Only the US Department of State Office of Authentications can apostille it.

No state can authenticate a federal seal, and the Department of State does not apostille state records. Send an item to the wrong office and it comes back unprocessed — on the federal side that is a mail round trip measured in weeks, not days.

There is a second trap inside the state branch. Your company may operate from one state and be incorporated in another. A Delaware corporation headquartered in Austin gets its certificate of good standing and its apostille from Delaware. The board resolution signed in Austin before a Texas notary gets its apostille from Texas. One corporate pack, two states, two queues. If you are filing through a state office, our pages on Texas apostilles filed in Austin, New Hampshire apostilles filed in Concord and Idaho apostilles filed in Boise set out how those offices handle corporate documents.

Document-by-document: who issues it, who apostilles it

Two items on that table deserve a closer look. The power of attorney is the single most rejected document in a subsidiary pack, because its wording is usually prescribed by a foreign notary and a US-drafted generic POA frequently does not grant the specific powers the registry needs — our guide to how notarised powers of attorney are apostilled covers the notarial chain in detail. And if you are also moving product rather than just registering an entity, apostilling an FDA Certificate of Exportability runs on a separate federal track that has nothing to do with the registry filing.

What order do you do this in?

1. Get the list in writing from the receiving office. Ask local counsel or the registry for the exact document titles, the age limit on each, whether the apostille text itself must be translated, and whether the translator must be sworn or court-registered in that country. Do not order anything until you have this.
2. Start the federal items first. Anything issued by the IRS, FBI or another federal agency has two queues in front of it: the agency’s own issuance time, then the Department of State. Mail requests are processed within five weeks of receipt. Begin here even though these items often feel secondary.
3. Order the state-certified records. Request the certificate of good standing and certified articles from the state of incorporation. Order them as close as possible to the apostille filing so the issue date stays fresh against the registry’s age limit.
4. Sign and notarise the board papers. Resolution, power of attorney, incumbency and specimen signatures, executed before a notary in whatever state the signatories are in. Use the destination notary’s draft wording where one exists. In some states the notary’s commission must be certified by the county clerk before the state will act.
5. File each item with its own apostille authority. State records and notarised documents to the relevant Secretary of State; federal records to the Department of State on Form DS-4194, which must name the country of use. Multiple states means multiple parallel filings, not one.
6. Translate last, once the apostilles are physically attached. If the registry wants the apostille translated too — many do — a translation commissioned before the apostille exists is incomplete and will be redone at your cost.
7. Ship and file. Courier the completed set to local counsel or the registry, or to the destination’s consulate in the US if the country is not yet covered by the Apostille Convention.

Reversing steps 5 and 6 is the most expensive mistake in this process. A sworn translator in the destination country translates what is in front of them. If the apostille is not attached yet, the translation is missing a page the registry specifically checks for, and you pay a second translation fee and lose the days it takes to produce — often while a notary appointment that was booked weeks in advance expires.

How recent do the documents have to be?

An apostille issued in the United States does not carry an expiry date of its own. Every age limit you will encounter is imposed by the foreign receiving office, and the critical detail is that the clock almost always runs from the issue date of the underlying document, not from the date the apostille was attached.

That matters enormously when a federal item is in the pack. If a tax residency certificate is issued in March and then sits in a five-week federal mail queue, it reaches the registry already several weeks into whatever window applies. Three-month and six-month windows are both common in practice, but the number is set by the registry and you must confirm it with them — we have not found a universal rule and we are not going to invent one.

Work backwards. Take the registry’s deadline, subtract shipping, subtract translation, subtract the apostille queue for the slowest item in the pack, and that tells you the latest date you can order the underlying document. For federal items, use five weeks unless you are physically dropping off.

Is there a fast lane at the federal level?

Not a paid one, and this is where expectations most often break. The Department of State publishes two routine options and one emergency option:

A corporate filing deadline does not qualify for the emergency lane. What commercial services can genuinely shorten is the hand-carry into the drop-off queue and the logistics around it — not the federal processing clock itself. Build your schedule on the published times and treat anything faster as a bonus. State Secretary of State offices run their own, generally shorter, queues; those vary by state.

Apostille or full legalisation — which does your destination need?

If the 1961 Hague Apostille Convention is in force for the destination country, an apostille is the end of the chain and there is normally no consular step at all. If it is not, the document needs a Department of State authentication certificate followed by legalisation at that country’s embassy or consulate in the United States, which adds its own appointment calendar, its own checklist and its own fee.

The word that trips people is in force. A country can deposit its instrument of accession and then wait months before the Convention actually takes effect for it. Thailand is the live example: it acceded in 2026, but on the information available to us the Convention does not enter into force there until 28 February 2027 — until then, US corporate documents still need State Department authentication plus Royal Thai Embassy legalisation. Algeria and Viet Nam both came into force during 2026, which means guidance written before that is wrong today.

Check the entry-into-force date for your destination on the HCCH status table for the Apostille Convention on the day you plan your sequence, not from a blog post. That table also names each country’s designated Competent Authorities, which is useful when the registry queries who signed your apostille.

Do you need a sworn translation, and who does it?

An apostille authenticates a signature and seal. It says nothing about the language of the document, so a translation requirement is always a separate requirement coming from the receiving country.

Broadly, civil-law jurisdictions maintain official registers of sworn, certified or court-appointed translators and will only accept a translation produced by someone on that register in that country. Common-law jurisdictions more often accept a translator’s signed certificate of accuracy, which can then itself be notarised and apostilled in the US as a separate document. These are tendencies, not rules — the only reliable answer comes from the registry or notary who will receive the file.

Three questions settle the whole translation branch, and they are worth asking in one email:

• Must the translator be registered or sworn in your country, or will a certified US translation be accepted?
• Does the apostille certificate itself need to be translated along with the document?
• Does the translation need to be notarised and apostilled as a document in its own right?

If the answer to the second is yes — and it frequently is — then the apostille must be attached before anyone starts translating. That one answer determines your entire sequence.

Common reasons a corporate apostille pack is rejected

• Wrong office. A federal document sent to a Secretary of State, or a state record sent to the Department of State. Returned unprocessed, and on the federal side that is weeks.
• Wrong state. The certificate of good standing came from the state of incorporation but was sent for apostille to the state where the company operates.
• Plain photocopy instead of a certified copy. Registries want the state-certified version of the articles. An apostille on a photocopy of your internal file copy authenticates nothing the registry can use.
• Notary defects. Missing commission expiry, missing seal, an incomplete venue line, or an acknowledgement wording the state will not accept. Notarisation errors are the most common single cause of state-level rejection.
• County certification skipped. Several states require the county clerk to certify the notary’s commission before the Secretary of State will act. Confirm this for the notary’s state before filing.
• Document too old on arrival. The pack was correct when ordered and outside the registry’s window by the time it landed, because the clock ran from the issue date.
• DS-4194 missing the destination country. The federal form requires you to name where the document will be used; it determines whether you receive an apostille or an authentication certificate.
• Name mismatches. The company name on the resolution does not match the certificate of good standing character for character, or a director’s signature omits a middle name that appears in the passport.
• Translation produced before the apostille. The registry finds the apostille page untranslated and returns the file.
• Legalisation step omitted for a non-Hague destination. An apostille was obtained for a country where the Convention is not yet in force, so the consular stamp the registry expects is absent.
• One item short on appointment day. Foreign notary and registry appointments are often booked weeks or months out and are all-or-nothing. A missing specimen signature page sends the entire slot back into the queue.

What we handle and what we do not

We handle the US-side chain: identifying which authority each of your documents belongs to, preparing the filing, getting it in front of the correct Secretary of State or the Department of State Office of Authentications, and returning the completed set to you or direct to your counsel abroad. Our price is $120 per apostille, all-inclusive — the government filing fee each agency charges is already covered by that, with no per-page add-ons and no separate government-fee surcharge.

What we cannot do is decide for the foreign registry. Whether your board resolution grants the right powers, whether the translator they will accept, and whether your documents are inside their age window are all their call, and the receiving authority always has the final say on a filing. Get their list in writing, then let us run the US side against it. Our overview of apostille documents for opening a subsidiary abroad goes further into the individual document types.

Your next step

Before you order anything, email the destination registry or your local counsel and ask for four things: the exact document titles they require, the age limit on each one, whether the apostille text must be translated, and whether the translator must be sworn in their jurisdiction. Then list your documents in two columns — federal and state, and for the state column, which state. That two-column list is all we need to start the filings, and you can begin an order with it in hand.