The Importance of an Apostille on Corporate Governance Documents


A collection of regulating legal documents is required for any business. A Certificate of Incorporation, company bylaws, and, in many cases, a shareholders' agreement are among these documents for a corporation. They comprise a formation certificate and either a partnership agreement or an operating agreement for a limited partnership or limited liability business. The objective of these agreements is to lay out the groundwork for how the firm will be run, as well as the owners' rights and responsibilities.


When launching a new firm, entrepreneurs and small business owners often overlook essential paperwork. They regard them as paperwork, boxes to be checked but inconsequential to the company's long-term success. It is critical to recognize that governing documents have significant practical implications; as a result, they devote little time and resources to them, frequently relying on "off the shelf" forms from low-cost legal document services or attorneys with little or no experience in corporate governance issues.


Here are three examples of situations in which governing documents are critical:

  • Dealing with New Investors: Potential investors in a company will examine the governing papers to learn about their rights and responsibilities if they decide to invest, as well as to see if the company has been managed in accordance with the documents and applicable legislation. This is particularly true for skilled investors like venture capital and private equity companies, as well as "angel" investors. If the paperwork are deemed inadequate and must be redrafted, this might result in significant costs and a delay in the closure of a possible equity transaction.


  • Negotiating a Merger or Sale: A prospective purchase or merger partner will conduct due diligence in the same way that a potential investor would. The transmission of legal opinions that may be required in M&A deals may be delayed if the papers are unclear. Furthermore, governing agreements dictate how owners must vote on a merger or sale, and if those documents are silent on the topic, statutory regulations will apply, which may have unanticipated implications.


  • Conflicts Among Owners: Most new business owners expect that their relationships with their co-owners would be pleasant. Often, this is the case, but when it isn't, the governing papers play a vital role in settling the conflict. They spell down the owners' rights and responsibilities in terms of voting, participation on the board of directors, access to the company's books and records, and asset distribution. Well-drafted governing agreements can keep a disagreement out of court or, if it must go to court, make a resolution more expedient and less expensive.


Documents that are well-written and adapted to a company's unique needs do not have to be pricey. Attorneys with experience in corporate governance issues can properly prepare them. It's a sound investment that will pay off in terms of better management and cost savings in the future.


Apostille for Corporate Documents

When a company is involved in corporate dealings in more than one country, apostilles or legalizations must be taken into consideration. The signature of the signer on corporate papers generated by the firm must be notarized by a local notary. For example, if your business is based in California and you require your corporate bylaws Apostilled, the document's signer will need to have his or her signature notarized. The signature of the signer will be notarized by the notary. We always advise the notary to affix his or her seal next to the signer's signature.


Here are some examples of corporate legal documents that can be authenticated:

Certificate of existence.

  • Agency Agreement

  • Business Letter

  • Letter of Authorization

  • Articles of Incorporation

  • Certificate of Merger

  • Corporate Resolution

  • Company Bylaws

  • Statement of Dissolution

  • Business License

  • Assignment

  • Power of Attorney

  • Certificate of Analysis

  • Letter of Resignation

  • Distributor Agreement

  • Amendments

  • Foreign Certificate of Registration

  • Stock Purchase Agreement

  • Certificate of Incumbency

  • ISO Certificate.

  • Technical Data Sheet.

  • Affidavit

There is no margin for error with the authentication or apostille process. If mistakes are made, both your time and money will be wasted and you'll have to start all over again. If you want to look into outsourcing this part of preparing to studying abroad to someone with experience, please email me at jared@apostillellc.com or call 848-467-7740 to request my services or learn more.

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