Briefly Speaking: Document Certification

Legalization, Authentication, and Apostille


One of the many challenges legal professionals face when preparing documents to conduct international business is the extra effort required to certify corporate documents for use abroad. Even in our digital world, company documents often require additional processing to be deemed authentic. Join us to learn how to maneuver through this process with ease.

During Briefly Speaking: Document Certification – Legalization, Authentication, and Apostille, you’ll learn about:

  • Essential concepts that includes legalization, authentication, and apostille
  • The Hague Convention
  • How to choose between apostille and authentication
  • Affected documents
  • What to anticipate when going through the process

Transcript:

Disclaimer: Please be advised that this recorded webinar has been edited from its original format, which may have included a product demo. To set up a live demo or to request more information, please complete the form to the right. Or if you are currently not on CSC Global, there is a link to the website in the description of this video. Thank you.

Annie: Hello, everyone, and welcome to today's webinar, "Document Certification: Legalization, Authentication and Apostille." My name is Annie Triboletti, and I will be your moderator.

Joining us today are Robert O'Byrne, Sonya Cordell, and Helena Ledic. Rob is a team leader and a strategic account manager for NLJ 250 Law Firms with CSC in the Manhattan office. He advises all levels within the law firm on strategy, service, legal, technology matters, day-to-day UCC and corporate transactions. Sonya is a project manager and corporate trainer with over 20 years of experience in customer service at CSC. She is based in the Wilmington, Delaware headquarters office and supports Customer Service teams in product and system training improvements. Helena is the associate general counsel for CSC in the Chicago office. She is a business attorney advising senior management and law firms on strategy, business, legal, and technology matters. And with that, let's welcome Rob, Sonya, and Helena.

Helena: Thank you for that introduction, Annie. Hello everyone and thank you very much for listening in on our webinar today about authentication, legalization and the apostille with document certification. Our agenda today is going to be who is CSC. We're going to talk about the process that this all entails. Essential concepts. We'll get into talking a little bit about the Hague Convention, the all important apostille versus authentication. We'll get into some particular items that you may need to know about China. We'll talk about the documents that require authentication, some key takeaways, and question and answers at the end.

First, a little bit about CSC. We have 180,000 plus corporate customers, and we work with more than 90% of the Fortune 500. We work with over 10,000 different law firms, including the most prominent in the United States. We work with over 3,000 financial market customers, providing them with solutions. And we work with 65% plus of the best global brands, including 7 of the top 10.

Let's first talk about the process, planning beyond the United States. Legalization and authentication can be extremely time-consuming, and while the apostille process is easier, it's still is challenging and has its own set of demands. To be more successful, make sure that you do the following. You have to anticipate delays. You've got to have the right information, and you've got to know jurisdictional requirements.

In terms of the delays, remember that you need to plan ahead and allow ample turnaround time and know that this is affected by government agency and embassy schedules. And in particular, please note that sometimes some countries follow holidays that the United States doesn't. Build that ample time into this process.

For making sure that you have the right information, get that contact information of all the different parties involved. Also at your embassies and your consulates. Learn what kind of signature requirements that you might need, and make sure that you stay up on current policies because that may end up changing as things go on.

Another thing is with knowing your jurisdiction requirements, make sure that you learn about the fees that are involved. Determine whether or not you might need a courier service. Learn about what types of payments that the office accepts, and then also find out from them their anticipated turnaround times.

Sonya is now going to take us through the essential concepts of apostille, authentication, and legalization.

Sonya: Certification of corporate documents for foreign use typically follows one of two paths. Between countries parties to the Hague Convention, documents can be certified through a streamlined process known as apostille. In countries that are not party to the Hague Convention, documents must undergo a more involved process known as authentication and legalization. In both cases, government agencies must review the notary acknowledgement or signatures on documents in question.

In the U.S., offices of county clerk, secretary of state, or equivalent state filing offices and even some courts may be involved in the certification process. Documents that require legalization are routed for certification by the U.S. Department of State's Office of Authentication before continuing on to an embassy or consulate of the country of intent.

On your slide, you will see some definitions. All of these definitions can be used interchangeably. You will hear people say apostille, authentication, legalization. Sometimes that means the same thing. Sometimes they think it means one and it actually means the other. But what's important to know or understand from these pieces of information is: What type of document are you working with? Where is that document from, either a state or where was it notarized? What country are you using it in, and is the country party to the Hague?

Rob is going to tell us a little bit about the Hague Convention, the members and the non-members. Rob.

Rob: The Hague Convention is an international treaty on private international law. Most of Western Europe and South America are party to the Hague Convention, while the vast majority of African and Middle Eastern countries are not. Some countries to note are China, Canada, and Singapore, which are actually, in fact, non-members of the Hague Convention and require additional authentication steps.

There are three types of documents that require authentication: private documents, such as power of attorney; state-issued documents, such as a good standing or certificate of incorporation; federal-issued documents, such as IRS tax documents.

One thing to note is that CSC always requires an original copy of the document. There should be never ever a photocopy sent to CSC as it will be rejected by the consulate or embassy.

Helena: So let's talk about some document examples and process determination. The first type of document examples may be private documents, things such as affidavits, powers-of-attorney, diplomas, transcripts, commercial invoices, deeds of assignment. And then how do you figure out the process determination for where those are going to or what you're doing with those? So that would depend on which state and department the document was issued in, and each state has determined their own procedures.

So let's go on to state issued-documents. Examples of those are judgments in state court cases, articles of incorporation, birth certificates, marriage certificates, death certificates, probate wills. And those also, each state and department has their own document where it was issued in, and then each state determines based on their own procedures.

The last type of documentation that you may run into are federally-issued documents. And those are such things as immigration certificates, U.S. passports, animal health certifications, FBI background check, U.S. federal court documents, U.S. bankruptcy documents, trademark documents, certificate of foreign government documents. And then again, that just depends on which federal department they're issued from, what that process actually goes in determines.

Sonya: Now, we're going to walk through some flows for authentication and legalization of a state or federal document. On this slide, you will actually see two flows.

The first one that we're going to talk about is the state process. So for the state process, you have a secretary of state certificate or certified copy. Attaching to that is a foreign use seal from the secretary of state. Once that is done, it goes to the U.S. Department of State for authentication, and it ends and follows up at the legalization part at the appropriate consulate or embassy.

For the federal process, you're starting with either a document, a certified copy or certificate issued from a federal agency. You're then sending that to the U.S. Department of State to be authenticated, and ending again at the appropriate embassy or consulate for that legalization part.

The flow we're going to walk through now is for authentication and legalization of a non-government document. The initial document that you're starting with could be a power of attorney, bylaws, etc. Your signatures are always going to be notarized. On that notary, you're going to obtain an authentication. From there, you may need to obtain a county authentication. A state authentication would then be asserted. Attach a foreign use seal from that secretary of state's office. It would then be authenticated at the U.S. Department of State, and your final step is to have it legalized at the appropriate embassy or consulate.

The flow we're going to review now is for an apostille of a state or federal document. As you can see, the apostille process is a lot more streamlined than the legalization process. And for a state process, on this slide, we have just our state certificate or certified copy that we're starting with, and we're receiving that apostille from the secretary of state. For the federal process, you have that beginning certificate from your federal agency, either a certificate or a certified copy, and again, you're getting that apostille from the U.S. Department of State.

The last flow we're going to review is your apostille of a non-government document. The initial document you'll start with again will be your power of attorney, bylaws, etc. Signatures will be notarized. You're going to obtain the authentication of that notary signature. Also obtain a county authentication if necessary, your state authentication, and your final step is that apostille from the secretary of state.

Now, Rob is going to review some samples with us.

Rob: U.S. state apostille is a simple, one-stop process in most states. For example, the attached is a certified document issued by the State of North Carolina for a country party to the Hague.

Foreign country legalization. If a country is non-party to the Hague and has to be legalized at multiple levels, it can have several different stamps. Attached is an example of a document of a non-Hague country.

U.S. Department of State with embassy stamp. Attached is an example of the U.S. Department of State verifying the first step of a non-Hague country before it goes to the consulate.

China: What you need to know. To determine whether you need to use the Chinese embassy or Chinese consulate, it will depend on the state where the document was issued. If the document is issued in the following states, Delaware, Idaho, Kentucky, Maryland, Montana, Nebraska, North Carolina, North Dakota, South Carolina, South Dakota or Tennessee, we'll need to go to the Chinese Embassy located in D.C. It would also need to go to the U.S. Department of State upon completion at the Chinese Embassy. If the document is from a state without . . . none of those other states, it needs to go to the Chinese Consulate. To determine what steps are needed, visit chineseembassy.org for more details.

Requirements for China. What you'll need to complete a document for the use in either the Chinese Embassy or Consulate is the following: one original document to be legalized; a photocopy of the original document; the application for the Chinese Embassy or consulate completely filled out; a driver's license or passport. But please note, if using a driver's license, a nationality must be named on the application. Please also be aware of roadblocks and additional requirements for each consulate, as they do vary.

Helena: Thank you very much, Rob and Sonya, for walking us through some of these steps with the entire legalization, authentication, and apostille process. For the audience who's listening in, there are some real key takeaways here.

The first one is to make sure that you anticipate delays, and I cannot stress enough for our audience members, please take into account holidays in other countries and how that may affect embassy and consulate openings and hours.

Make sure that you're walking in with those right documents. If you don't have the proper documents, you're going to still have to get them, and that will delay your process.

There's going to be specific jurisdiction requirements depending on where you're dealing with, and then remember, there are three different types of documents that can need authentication, those that are private, state-issued, and federal-issued, and they have different processes for each one.