Bylaws Apostille

Bylaws, also known as By-Laws, are the main governing document of a corporation. Bylaws contain all the basic principles for business operations starting from the managing body and the meeting process all the way through amendment process to the filed documents. 

It is possible to have the Bylaws amendment from time to as well. The procedure is also described in the document itself. 

Once the initial Bylaws are ratified and adopted by the Entity they shall be followed. 

WHAT IS OPERATING AGREEMENT?

Operating Agreement, also known as Articles of Association, is the Bylaws equivalent for the Limited Liability Company. It does provide basic operating principles for the entity as well creates managing body. Limited Liability Company will consists of Members, and as such the operating requirements differ from the Corporations. 

WHERE TO GET BYLAWS OR OPERATING AGREEMENT?

There are many ways to get the documents. You may purchase a blank document from legal stationery store or online. Your attorney may draft one for you or you may use typesetting services to type one up for you. 

ARE BYLAWS OR OPERATING AGREEMENT REGISTERED WITH SECRETARY OF STATE OR  DIVISION OF CORPORATIONS?

No they are not. Bylaws, By-Laws, Operating Agreement and Articles of Association are purely internal business records and as such are maintained solely by the business entity. 

APOSTILLE BYLAWS AND APOSTILLE OPERATING AGREEMENT

So a foreign authority has requested an apostille on the Bylaws or Operating Agreement with Embassy stamp? They said it must be certified? It does sound more complicated than it usually is. When the records are maintained properly getting apostille authentication certificate or Embassy Attestation is not an issue. 

For apostille, By-Laws or Operating Agreement must be notarized. The proper notarial procedure depends on the state where the this take place. For example, in Massachusetts and Florida notary may certify as copy as true and correct copy of the original and then Apostille can be obtained. In California or New Jersey, the notary cannot do copy certification and therefore, for apostille a statement must be made by the document custodian. 

WHAT IF APOSTILLE IS NOT ACCEPTED?

In cases when the Bylaws and Operating Agreements are being prepared for countries which are not part of Apostille Convention, a special authentication process must be followed. This is known as Embassy Attestation. To get documents authenticated, they will have to go through the Office of Secretary of State, Authentications office at US Department of State and lastly stamped by the Consular Section of the target Embassy or Consulate.