BRIEFLY SPEAKING: DOING BUSINESS INTERNATIONALLY
Doing business outside of the United States can present unique considerations and challenges for companies expanding into global operations. Processes and requirements can vary vastly across the world.LEARN MORE
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Join CSC for a discussion of what to look out for when operating outside of the U.S. and how CSC can help.
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, "Briefly Speaking: Doing Business Internationally." My name is Annie Triboletti, and I will be your moderator.
Joining us today are Helena Ledic, Maggins Kenney, Josh Jones, and Maxwell Schriner. Helena is an associate general counsel for CSC in the Chicago office. Maggins is the service team leader for CSC for the International Fulfillment Team, in addition to overseeing the Washington, D.C. and Baltimore branch offices. Josh is an expert customer service specialist within the CLS Transactional Fulfillment team at CSC. Maxwell is a senior customer service specialist at CSC.
And with that, let's welcome Helena, Maggins, Josh, and Maxwell.
Helena: Thank you, Annie. In today's webinar, "Doing Business Internationally," we'll learn a little bit about CSC. After that, Maggins and Josh are going to talk about the services that might be needed outside the United States. Max is going to take us through the basics of apostilles, authentications, and legalizations and then some of the key things you need to know to use documents in China. And then we'll finish with key takeaways and a Q&A session. So let's get started.
A little bit about CSC. At CSC, we like to say that we're the business behind business. We provide knowledge-based solutions to clients worldwide. We provide solutions for every phase of the business life cycle. We help form entities and maintain compliance throughout the United States and the rest of the world. We also help execute secure transaction work and support real estate, M&A, and other corporate transactions. We offer a single tax and risk management platform that helps clients better manage risk and achieve greater automation and data transparency and stay in compliance. And, of course, we work with more than 10,000 law firms, 180,000 corporate customers, and more than 90% of the Fortune 500.
Since our webinar is focused today on international needs, we thought it was fitting that we show you where CSC has offices. You can see on our map over here the starred location is our headquarters in Wilmington, Delaware. But we also have more than 20 offices in North America, including New York City and Washington, D.C. And then we have offices in Europe, Asia, and Australia.
And with that, Maggins is now going to start taking us through the different services that are needed outside the U.S. and how CSC can help you with your international entities and service needs.
Maggins: Thanks, Helena, and thank you for joining us again today. I'm Maggins Kenney. I'm the service manager for the International Transactional and Legalization teams. As a division of CSC, the GTS Team — GTS stands for Global Transactional Services — can assist you with many multiple country, complex filings for every phase of your business cycle. We invest the time and effort to understand your business-specific challenges and can develop custom solutions for you.
Here at CSC we have an extensive global partner network that serve as local experts providing us the up-to-date knowledge needed within that foreign country. For example, if you have a U.S.-based entity looking to expand into Canada and Puerto Rico, we're able to assist you with forms and the knowledge to file within those regions.
To provide further detail, I'll turn this over to Josh Jones, who's an expert customer service specialist focusing on our international portfolios.
Josh: Thanks, Maggins. So just to outline a few of our products and services internationally, for document retrieval, we can obtain certified documents. So that's charter docs, documents of formation, articles. And we can obtain good standings all throughout the world, in many countries, in all of Canada and the U.S. territories.
For compliance, we can assist in filing annual returns. We can also assist in filing business licenses and business license renewals in our U.S. territories. And we can also assist with GLEI registrations and renewal.
Regarding our corporate filings, we have a wide range of filings that we can assist with, amendments, fictitious business names, dissolutions, tax clearances, reinstatements.
And we also have agent services. So we can assist with a contract agent, change of agent, and that kind of ties in with file directs as well.
So to kind of let you know kind of differences between let's say bring downs and status searches, a bring down is just a simplified status search in which we obtain the information either electronically or through our partners, which we can provide clients on a CSC letterhead. And that information indicates the status of the entity being searched and the jurisdiction being searched in. Bring downs are typically needed the same day or within 24 hours of the request, and we offer bring downs for all of Canada, all the provinces in Canada, as well as Puerto Rico and the United Kingdom.
So the difference between that and a status search, a status search is similar. However, it is more detailed. It does provide the current information of a company, such as the date it was incorporated, qualified, the office address, whether that's the registered head office, officer/director information, its current status in that jurisdiction, if the company has any DBAs on file as well.
The other filing that we can assist with is a GLEI or more commonly referred to as an LEI, which stands for legal entity identifier. This is a unique global identifier for legal entities participating in financial transactions. Also known as an LEI code or LEI number, its purpose is to help identify legal entities on a globally accessible database. So many companies that are involved in international trade may be required to have an LEI on file.
CSC has partnered with a local operating unit or called a LOU, which is accredited by the Global Legal Entity Identifier Foundation, and which provides registration and renewal services as well as other services and acts as the primary interface for legal entities that need to obtain an LEI. So we can assist with both the initial registration and the renewal.
So corporate filings internationally. We assist with corporate filings in the U.S. territories and all of Canada. Now that being said, filing internationally can be challenging simply due to the time zone differences and quite simply the location. We help many customers who try to file on their own only to run into situations where they find they're unable to complete the filing. So we've partnered with law firms and correspondents, those true subject matter experts that can provide that boots-on-the-ground assistance.
Speaking of some of the challenges with international filings, some of the most common pitfalls are clients simply not knowing where to start, what forms to use, or even how to complete the forms. And depending on what you're filing, there may be subsequent filing requirements. For example, if you register to do business in the USVI, Guam, or Northern Mariana Islands, did you know that a business license is required before the company can conduct business? And some of these territories require a local address and even a fire inspection before the license can be filed.
Corporate filings in Canada. Canadian filings can be quite challenging as each province and territory may have different filing requirements. Here's a fun fact. Some provinces will not accept filings unless they are submitted by the recognized registered agent.
Some similarities between U.S. domestic and Canada. We share the same time zones with Canada. Canada is divided into regions, kind of like states, and they have their own unique laws and filing requirements. The primary language is actually English. Similar to U.S. entities, the entities are required, for the most part, to be registered in each jurisdiction in which they will be conducting business. The majority of the filings in Canada are very similar name to those of the USA, and for most part have very similar high-level guidelines and filing requirements.
Each jurisdiction in Canada requires entities to file an annual report for every entity registered in Canadian jurisdictions. And Canada recognizes a registered agent for service of process. Many of these jurisdictions or provinces also recognize assumed name filings, however under the Business Names Registration Act.
So the differences between Canada and the U.S. is each region is either called a province or a territory rather than a state. There are 10 provinces and 3 territories. French is the secondary language in Quebec and specifically is the primary language in Quebec. Unlike the U.S., you can form an entity in Canada's domestic to federal Canada as if it were a state itself. However, you can only form in Canada if you cannot qualify in federal Canada.
There are two very unique partnership agreements that change the filing requirements as to whether an entity must register as well as where and how they must register. These agreements are New West Partnership Trade Agreements and New Brunswick - Nova Scotia Partnership Agreement.
Now CSC, we do not have our own address for the most part in Canada for agent services, and therefore we use a network of law firms and service providers that act as the registered agent and office for a client. CSC is the contact however. An entity domestic to any part of Canada does not appoint a registered agent, but rather appoints a registered office. And that, in addition to agent duties, has additional requirements by law, such as minute book maintenance requirements.
Some of the terminology in Canada is different from what we use in the United States. An entity registers in Canada rather than qualifying. A qualified entity is either an extra-provincial registration or extra-territorial registration. Assumed names, DBAs are actually called business names, and a merger is called an amalgamation.
So what corporate filings do we offer in Canada and the U.S. territories? Well, we offer amendments. These can range from changing the name of a company, the head office address of the company, changing the company's office or its directors or members or managers, fictitious names, also known as business names. And here's another fun fact. In Canada, in many of the provinces you can actually have dual ownership of a single business name. We offer dissolution. So this is obviously a domestic entity closing business in its home state. Withdrawals, that's when a qualifying company would like to close its business.
We offer formations. Qualifications. When the company registers their domestic entity in another jurisdiction, in the U.S. territories, it's more commonly referred to as a certificate of authority. In Canada, registering is either extra-provincial or extra-territorial.
So we also assist with tax clearance. We offer this in the USVI and Guam. And as previously mentioned, regarding subsequent filings, tax clearance may be required to either renew a business license or dissolve or withdraw.
We can assist with reinstatement. If an entity is administratively revoked for failure to file annual reports, CSC can assist with reinstating the company back into good standing.
Name reservations and registrations. So this is securing the right to use the name for a determined amount of time, typically 60 to 90 days. In fact, in some Canadian provinces, you're actually required to reserve a name as the first step before registering.
Some of the best practices to register an entity outside of the U.S. Many entities wish to just file directly on their own, naming CSC as agent. This could create several backend issues as registered agent consent form is usually required when submitting the filing to the jurisdiction. Also if the clients do file successfully and CSC is not notified in a timely manner, there could be pending service of process that does not get handled.
Did you know that many jurisdictions and local providers require CSC to obtain due diligence documentation in order to satisfy both internal and registry requirements and adhere to anti-money laundering laws?
Some international registries will only return rejected filings to the agent for service address rather than the return address provided by the submitter of the filing. It is, therefore, often both quicker and a more streamlined process when the international filings are submitted through the agent for service, rather than by the entity.
There are legal or potential legal reasons and ramifications associated to our appointment for international registrations when not submitted directly by CSC offices due to potential delays in CSC receiving proof upon completion of the filing. Proof of agent for service appointments are required by CSC in order to adequately update our records and avoid delays in compliance mail and associated service of process, like I mentioned earlier.
So specifically, in the USVI, if you are a foreign corporation applying for a business license and you have a physical location or USVI resident employees, it's required that a fire inspector visit and perform an inspection. Upon completion, a certificate of inspection will be issued as part of the business license process.
A common mistake if you are renewing a business license, it is dependent on tax clearance from the USVI and Guam as well. Every entity that is licensed in Guam and USVI is required to meet certain filing obligations with the Internal Revenue at the local jurisdiction. If these obligations are not met, tax clearance will be denied, which will delay the renewal process.
We also offer contract agent services for some international jurisdictions. A contract agent is a service for agencies that require non-resident licenses to maintain an agent for service process. The list of these countries that we currently offer are Australia, Bermuda, all of Canada, Hong Kong, Puerto Rico, Singapore, and the United Kingdom.
Another service that we offer is apostille and legalization. We are going to hear a lot more about that from Max later on.
Helena: Thanks, Josh, for taking us through all of those complexities with those global transaction products and services that CSC has and all of those complexities.
Well, we'll now get into some more complexities with Max, who's going to take us through apostilles, authentication, and legalizations. So Max is going to walk us through legalizations and authentications, and they can be so very time consuming and complex. Apostilles are a little bit easier but still can have challenges with them. So Max, why don't you tell us a little bit about what you should know before you even begin the process?
Max: Thanks, Helena. And that's right, these processes can be time consuming. So be sure you know your deadline. When documents are needed for use in another country, start preparing that document at least one fiscal quarter before it is needed to allow time for all necessary jurisdictions to approve it.
CSC will coordinate the approvals by these jurisdictions to make a document valid for use in any country in the world. All you need to do is tell us the quantity and types of documents that you have, where the documents came from, in which country they'll be used, and where the original should be shipped upon completion.
We get questions about the following terminology a lot. What's the difference between apostille, authentication, and legalization? Well, it depends entirely on which country the document came from and which country the document will be used in.
An apostille is when a document is from a Hague apostille country, and it is to be used in a Hague apostille country. The document is approved or apostilled by the country where it is from for use in another specific Hague country.
An authentication and legalization is a two-step process. When a document is from a non-Hague apostille country or it is to be used in a non-Hague apostille country, then the document has to be approved or authenticated by the country where it is from and then approved or legalized by the embassy of the country where it will be used. Additional certification or attestation of the document by the ministry of foreign affairs may be required in country.
Be sure to check out The Hague Apostille Convention website to see the list of countries that are members.
Helena: So, Max, there have been some recent changes, companies that have recently, or I shouldn't say companies but rather countries that recently joined and those that are about to. So what are those countries?
Max: Yeah. Notably the Philippines, Indonesia, and Singapore have all already joined. Saudi Arabia is set to join on December 7, 2022, and Pakistan on March 9, 2023.
Helena: So, and for our audience, this is also something really important to know is if you end up doing a web search looking for the apostille countries, if you look for Hague Convention, absolutely make sure that you're pulling up the Apostille Hague Convention and not another part of The Hague Convention because there are other parts of it. So that's something that can sometimes trip up people too. So keep that in mind. And then, Max, tell us a little bit about the non-members.
Max: Absolutely. So any country that is not listed is known as a non-Hague country. Popular non-Hague countries include, but are not limited to China, the UAE, Egypt, Vietnam, Qatar, Kuwait, Jordan, Lebanon, Thailand, and Taiwan. Instead of apostille, these non-Hague countries require documents to be authenticated by the local or national government where they are from and legalized by the embassy of the country where the document is to be used.
We get questions about what types of documents can be apostilled or legalized. Documents that are notarized by a valid U.S. notary public. For these documents, they must be signed in person in ink by the signer and the notary, and the notary must provide a notarial acknowledgement. Any valid U.S. notary public will know what language is acceptable to include in their statement of acknowledgement depending on their state. State-issued certified copies are acceptable documents.
CSC can retrieve certified copies from the corporation's division of each state. That includes but is not limited to good standings, certificates of organization or incorporation, and certificates of amendment. If you are able to retrieve certified copies from a clerk of a state level court on your own, you can send CSC the original certified copy for processing.
CSC can retrieve certified copies from the U.S. Copyright Office or the U.S. Patent and Trademark Office. Or if you are able to retrieve certified copies of federally issued documents from agencies, such as the FDA, the IRS, or the FBI, you can send CSC the original certified copy.
If you are able to arrange for documents to be notarized by valid notaries public in countries outside of the U.S., CSC can also coordinate apostille or legalization of those documents for use in other countries. If you are able to retrieve certified copies from agencies of governments outside of the U.S., those can be apostilled or legalized for use in other countries as well.
Helena: Max, thanks for taking us through the apostilles, legalizations, and authentications process. So now how about you take us through talking about the particular issues around China and what people need to know to be able to send their documents over?
So Max I know that this can be so incredibly complex. I know that I have been in our CSC offices and have heard our customer service professionals talking to people about legalizations with documents for China and that it can be a really time-consuming process with a lot of steps. But you say that there are some basics that everybody needs to know. Can you walk our audience through that?
Max: Absolutely. China is one of the most popular countries that requires legalization instead of apostille because they are not party to The Hague Apostille Convention. Since China is a non-Hague country, documents must be authenticated in the U.S. and legalized by the Chinese Embassy or consulates in the U.S.
Here are important requirements to know when doing business with the Chinese Embassy and consulates in the U.S. The integrity of the document is very important. There should be no indication that a document has been tampered with, and the contents within the document must be clear, legible, and properly labeled.
The Embassy and consulates of China in the U.S. will not legalize documents that make reference to Hong Kong, Taiwan, or Macau. The Chinese government will not legalize documents that may cause potential threats to China's national interests. No pages, dates, or signatures should be left blank within the document.
The Chinese Embassy and consulates require supporting documents. The requirements vary depending on whether the document will be seen by the Chinese Embassy in Washington, D.C. or a Chinese consulate in New York, Chicago, Los Angeles, or San Francisco.
But the Embassy and the consulates all require a G-1 China application form and valid ID copy of the applicant. The name of the entity listed in the documents to be legalized should be the entity listed on the G-1 application form. The applicant can be anyone from that entity who is authorized by that entity to do so. The form should be typed in all caps. There are two signature of applicant lines on page two and one signature of agent. The signature of applicant lines, both of them should be signed and dated by the applicant in ink, and the applicant must provide a scan of their valid ID.
We often get questions about whether a document should be submitted to the Chinese Embassy or a Chinese consulate for legalization. Well, that depends entirely on where a document is from.
If a document has been notarized in Southern California or certified copies and notarized documents from Arizona, New Mexico, and Hawaii can be authenticated by their respective state and legalized directly after by the Los Angeles Chinese Consulate. Alternatively, after a document is authenticated by its respective state, the document can be further authenticated by the U.S. Department of State and legalized by the Chinese Embassy in Washington, D.C.
For the San Francisco Consulate, it's a similar process. California certified copies and documents notarized in Northern California as well as certified copies and notarized documents from Alaska, Washington, Oregon, and Nevada can be authenticated by their respective state and legalized directly after by the San Francisco Chinese Consulate.
Similarly, certified copies and notarized documents from Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, and Vermont can be authenticated by their respective state and legalized directly after by the New York Chinese Consulate.
The same concept applies to the Chicago Chinese Consulate. Notarized documents and certified copies from Illinois, Indiana, Wisconsin, Minnesota, Iowa, Missouri, Kansas, Colorado, and Michigan can be authenticated by the respective state and legalized directly after by the Chicago Chinese Consulate.
Documents can go directly from their state government to its corresponding Chinese consulate with additional requirements. Or after approval by the state government, a document can be further authenticated by the U.S. Department of State and legalized by the Chinese Embassy in Washington, D.C. with fewer requirements.
So to recap, always know your deadline and start far enough ahead of time, anticipating that there may be delays. Know your documents, how many, what type, where they're from, and where they're going and relay this info to CSC so we can properly set up an order. Finally, depending on where the document is from and where it is going to be used, know whether it should be apostilled or authenticated and legalized.
Maggins: So how can CSC best help you serve your international portfolios and manage your business? We can save you the time and the stress. We have a subject matter expert network of global partners, contact with embassies and consulates to handle your international needs.
Secondly, we're able to assist with efficiency. We know this business. We're able to get you your documents faster. And finally, we have an international portal that can help you manage your entities, and we give you a login. You're able to see all your documents, and we provide that storage for you.