Two categories
State-issued (apostilled directly) - Certificate of good standing / certificate of existence / certificate of status. - Certified copies of articles of incorporation or organization, amendments, mergers and annual reports. - Certificates of fact issued by the Secretary of State.
These bear the signature of the Secretary of State or a division official already on file, so they are apostilled without notarization — but only by the state that issued them.
Internal (apostilled through notarization) - Board resolutions, shareholder minutes, bylaws, operating agreements. - Certificates of incumbency (listing current officers and directors, signed by the secretary). - Powers of attorney granted by the company. - Commercial agreements, invoices and distributor letters (note: documents dealing “directly with commercial or customs operations” are excluded from the Hague Convention — see below).
An officer signs before a notary (acknowledgment), and the state of the notary’s commission apostilles the document. Foreign registries usually want proof that the signer holds the office, so a notarized incumbency certificate or a state-certified document naming the officers typically accompanies the package.
Common destinations and packages
- Mexico, Brazil, Colombia, Argentina, Chile (subsidiary registration) — apostilled articles, good standing, bylaws and a POA to the local representative, with sworn translations; Brazil and Argentina additionally require registration of the foreign company’s documents with the commercial registry.
- Spain, Italy, Portugal, Germany, France (branches, bank accounts) — apostilled good standing and articles, apostilled board resolution authorizing the branch or account, incumbency certificate.
- India, Philippines, Japan, South Korea — apostilled articles and resolutions for subsidiaries and foreign investment filings.
- UAE, Qatar, Kuwait, Egypt — authentication and embassy legalization; commercial documents often require Chamber of Commerce certification first and attract higher embassy fees.
- China — apostille since November 2023; previously consular legalization.
Commercial and customs documents
Certificates of origin, commercial invoices and shipping documents fall outside the Convention. They are certified by a Chamber of Commerce and, where the importing country requires, legalized at its embassy. A notarized version of such a document can be apostilled (the notarization is a notarial act), but whether the importer’s customs authority accepts that is country-specific.
Timing
Certificates of good standing are often required to be dated within 30–90 days. Order them last, right before apostille, and align the notarized documents’ dates.
Common reasons for rejection
- Internal document with no notarization
- Officer's authority not evidenced (no incumbency certificate)
- Good standing certificate older than the registry's window
- State-certified document sent to a different state
- Printed online certificate without the state's verifiable signature or certification number
Frequently asked questions
Can an online certificate of good standing be apostilled?
If the state issues it with an official signature or a verifiable certification, usually yes. Some states require the paper certified version. Check the state page.
Who signs the incumbency certificate?
The corporate secretary or another officer, before a notary. Some registries abroad also want it countersigned by a second officer.
Do we apostille each page?
No. Each document (as certified or notarized) receives one apostille regardless of page count.
