Articles of Incorporation

Articles of Incorporation are an essential tool used to establish a business corporation within a specific jurisdiction. For example, to establish a Corporation in Delaware, Articles of Incorporation must be filed, along with the appropriate duties,  with DE Secretary of State Division of Corporations. Only after all the documents were filed and registered, will the corporation start its existence and Certificate of Incorporation, also known as Certificate of Fact will be issued by Delaware SOS.  

WHAT IS CERTIFICATE OF INCORPORATION?

A Certificate of Incorporation can be one of the two items:

• A copy of Articles of Incorporation
• A State of Fact of Incorporation 

Each state maintains their business records as they deem fit and therefore each jurisdiction will have different documents. For example, ordering a Certificate of Incorporation in New York or New Jersey, will produce the same document as ordering Articles of Incorporation. While ordering Certificate of Incorporation in Delaware will produce statement of fact that the entity was filed, and ordering Articles of Incorporation will result into a copy of the actual Articles. 

WHAT ARE CERTIFIED COPIES AND NON-CERTIFIED COPIES?

Plain copies of the Articles of Incorporation and Certificates of Incorporation are used for domestic purposes only. If you need to open a business bank account, for example, you will be asked to produce a copy of the articles of incorporation or certificate of fact. 

Certified copies of the Articles of Incorporation and Certificates of Incorporation are official documents produced by the Secretary of State Office with the authentication statement confirming that the photocopy or the fact stated in the document is true, correct and complete. Certified copies often contain seal and signature of the State and in some states an embossed or golden seal. 

WHAT IS APOSTILLE ARTICLES OF INCORPORATION?

Apostille certificate may only be issued for Certified Copy of Articles of Incorporation or Certified Copy of Certificate of Incorporation. Moreover, the Articles or Certificates must be certified and issued no more than six months prior to their submission for apostille. In other words, if you have a certified copy of Articles of Incorporation issued three years ago, it will not be accepted for apostille processing. 

HOW TO GET CERTIFIED COPY OF ARTICLES OF INCORPORATION APOSTILLE?

Each state will have different requirements to certification and apostille. For example, in Washington State and in Virginia, if you receive the Certified Copy of Articles or Certificate of Incorporation, the document is by default no longer eligible for apostille. In states like New Jersey and Georgia certified copy of Articles of Incorporation is uploaded as a PDF file to your account and may be retrieved and printed as need. In such case the document may be submitted for apostille at anytime within next 6 months. 

MY COUNTRY DOES NOT ACCEPT APOSTILLE WHAT DO I DO?

Chain authentication process, known as Embassy Attestation. This will include significantly more steps than apostille. However, the first item will be the same: to get certified copy of the document. Then the authentication certificate is needed. Authentication Certificate is an alternative to apostille. Some states like California, Nevada, Oregon or Colorado will issue apostille regardless of the destination country. Once the document is authenticated on the state level it will most likely will need to go to the Office of Authentication at the US Department of State and then to the target Consulate or Embassy for Attestation.