Briefly Speaking Series: Apostilles, Authentications, and Legalizations—U.S.-Based Entities Needing Documents for Use Outside the United States

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Caitlin: Hello, everyone, and welcome to today's webinar, "Briefly Speaking Series, Apostilles, Authentications, and Legalizations: U.S.-Based Entities Needing Documents for Use Outside the United States." My name is Caitlin Alaburda, and I will be your moderator.

Joining us today are Alex Hannigan, Max Schriner, and Helena Ledic. Alex holds a Bachelor of Arts in political science from McGill University. She has worked at CSC in the Washington, D.C. office for over a year. She enjoys assisting clients with their apostille and legalization requests. Max holds a Master of Arts in Latin American studies from the George Washington University. He has worked at CSC in the Washington, D.C. office for 5 years. He enjoys liaising with U.S. and foreign officials to establish, maintain, expand, and withdraw business in foreign markets. Helena is an associate general counsel for CSC in the Chicago office.

And with that I'd like to welcome Alex, Max, and Helena.

Alex: Hi, everyone. This is Alex. I'm very excited to be speaking to you all today.

Max: Hi, this is Max. I'm happy to be with you today.

Helena: Hi, everyone. This is Helena, and thank you for joining us today for "Briefly Speaking" and learning about legalizations, authentications, and apostilles.

Hi, everyone. This is Helena again. So let me walk you through our agenda of what we're going to cover today. We're going to talk generally about the apostille, authentication, and legalization process and dig into some details on. We'll go into different types of documents. We'll talk specifically about the Hague Apostille Convention with the apostilles as part of that. We'll talk about the non-Hague countries, that is the legalization process. We'll also talk a little bit specifically about the Middle East and then Africa, so those different requirements that we may have there. We'll also dig a little bit into some of the countries that have got more complex requirements, some of our top takeaways, and then a Q&A at the end.

But first, let's learn a little bit about CSC. CSC is privately held, and it's professionally managed and has more than 8,000 employees on 5 continents in 140 different jurisdictions. We provide service and technology solutions for every phase of the business life cycle. Among all that we do, we help form entities and maintain compliance and execute secured transaction work, and, of course, as we'll learn about today, helping out with things such as legalizations, authentications, and apostilles.

We also offer a comprehensive suite of services across a broad range of capital market transaction types, regions, and asset classes. We're the trusted partner for more than 10,000 law firms, 90% of the Fortune 500 and the Best 100 Global Brands. We are the business behind business.

Before we get into the differences perhaps between apostilles and legalizations, let's just talk about the process in general. There's a few things we really want you to take away from today's presentation. One of those is anticipate delays. Turnaround times can vary. We'll hear things such as one day to four weeks on some of the different steps that we have to take.

Be prepared. It's not just enough that you may have an initial document that you need to have legalized or apostilled. You may need to provide supplemental documents or additional information.

And definitely know your CSC point of contact, someone like Max or Alex, and they'll be able to walk you through things at a greater detail. And that email address that we have there is legalizations@cscglobal.com. You can email them directly or, of course, reach out to your exact contact.

Max: So now we're going to get into some of the key terms, concepts and understand the processes a bit better, starting with which types of documents can be approved for use in another country. These processes are going to be determined by the end recipient in that foreign country. You'll either submit to a law firm and then to a jurisdiction or directly to a foreign jurisdiction. So speak with your counsel or partners in-country to make sure that the contents are acceptable because any document can be notarized and made valid for use in another country as long as it's been signed in person, in ink by the signer and the notary, and that that notary is valid in their state and that notary has provided their stamp and statement of acknowledgement.

We'll go into some examples of types of documents on the next slide, but those could be powers of attorney or deeds of assignment. Any document can have a title, contents that have been prepared for a specific purpose in another country, and then that document has the signature of an authorized person from that company.

There are also federally-issued documents that can be issued by any federal agency. Those include the Securities and Exchange Commission, the Internal Revenue Service, the U.S. Patent and Trademark Office. Any federal agency can issue a certified copy of a document that will bear the name, title, and signature of an issuing officer, and then we can process that document in the format in which it was originally issued by that jurisdiction.

Alex: For state-issued documents, certified copies issued by any state agency bearing the agency letterhead and the name, title, and signature of an issuing officer can be retrieved directly from that state agency and submitted to the secretary of state for authentication or apostille. State-issued documents, however, should not be notarized. Some examples of these can be certified copies of state court documents or a good standing retrieved from the secretary of state.

Max: On the last slide, we talked about the types of documents, that there are notarized documents, state-issued certified copies, and federally-issued certified copies. Here on this slide, you can see examples of those.

As I mentioned about notarized documents, any document can be signed and notarized and then made valid for use in another country. It's up to you to speak with your contacts in that country to make sure that the version of the document that you're signing and notarizing will be acceptable to the end recipient. Once you've confirmed that the contents are acceptable, then the typical formatting is to have a title of the document, the name of the company or person that it's for, and then contents comprised for a specific purpose in country, and then that document is signed and notarized by an authorized person of the company and a valid notary public, who provides their full statement of acknowledgement.

Some examples are affidavits, incumbency certificates, secretary certificates, which all basically mean the same thing. An authorized person is affirming that certain details are valid for use in another country. There are also powers of attorney or authorizations of agents. Those documents assign rights to a third party in another country.

There are federally-issued certified copies, as I mentioned, from the Internal Revenue Service, the U.S. Patent and Trademark Office, the Securities and Exchange Commission. Any certified copy issued by a federal agency can be made valid for use in another country.

Alex: And like federally-issued documents, state-issued documents retrieved from any state agency can also be good to use in another country. But these documents, as I mentioned before, should not be notarized. Any document that has the name, title, and signature of an officer of a state agency is good to use as is and can be authenticated or apostilled with that state government. Some examples of that are good standing certificates, articles of incorporation, birth certificates, and death certificates.

Helena: Max, let's look back to the non-government documents for a moment here, and let me ask you because when we were preparing this, you were telling me that we get so many questions from customers about things such as bank letters and transcripts. Can you go into those a little bit in some greater detail?

Max: Absolutely. Great question. Transcripts have to be issued by the registrar office of an academic institution. That registrar office has notaries that they work with. So you can't just have a diploma or a transcript notarized by anybody. You've got to request, order a notarized version from the registrar office.

Same thing with bank letters. Speak to your partners in-country. There's a chance that an affidavit with a true and correct copy of a bank document attached will suffice. For example, "I, so-and-so officer of this company, affirm that attached is a true and correct copy of a bank statement." That document can be approved for use in another country as long as it will be acceptable to the end jurisdiction. Otherwise, an official from the bank may have to produce and notarize a document that can then be legalized or apostilled for use in another country.

Helena: Let's now talk about apostilles. And to be able to have apostilles, both countries that we're dealing with, both the issuing and the receiving country for those documents have to be parties to the 1961 Hague Apostille Convention, which is abolishing the requirement for the legalization of public documents.

Now, again, both countries need to be as parties to that, but the apostille is only a one-jurisdiction approval process. So it occurs at the same level of government where the document originates. So if we're talking perhaps something like a birth certificate, that would be at the state level. If we are talking about perhaps some federal litigation court documents or something like that, that would be coming from the federal level.

Now what I always think of with the Hague Apostille countries is that it's a handshake process. Both countries need to be parties. While only one country is issuing the apostille, both need to be members of it. There's about 120 some countries that are part of the Hague Apostille Convention, and so any document that is issued from one of those countries can be used in another country.

So since the beginning of 2021, you can see that we've had a few countries that have joined, Jamaica, Indonesia, Singapore, Saudi Arabia, Pakistan, Senegal, China, Canada, and Rwanda most recently. Bangladesh is expected in March 2025, at the end of March. Now I do want to put a little bit of an asterisk right now, though, next to China, and some things with China I think are still being a low worked out. When you talk to people like Max and Alex, they can tell you a little bit more about that.

But what you have to remember is the apostille only proves the authenticity of the signature and the document. Particularly with China, but also some other countries, it's not a guarantee that the relevant authority in China or that other country will actually accept the document. So it may even be rejected for sufficiency reasons, even though it's apostilled. CSC is here to help you through this process, and again, it's evolving and we continue to work with the Chinese authorities and provide you with the most up-to-date information with that.

Alex: We are now going to discuss the apostilling of a state- or federally-issued document. You can follow along on the diagram provided. As discussed in the previous slide, this is for countries that are party to the Hague Apostille Convention.

Any state certificate or certified copy can go and be apostilled by the secretary of state. A reasonable time expectation for this process is about two weeks. However, there are a couple notable exceptions for state turnaround times. For example, in Delaware, this process typically takes about one to two days. In California, this process is about a week. In New York, because New York is a two-step process, first you have to get it certified by the county, for example Queens County, and then it goes to the Secretary of State to be apostilled. This process can easily take two weeks or longer. And then North Carolina currently is taking up to a month for this process to be completed.

For federally-issued documents, such as certificates or certified copies from federal agencies, these documents are apostilled by the U.S. Department of State. A reasonable turnaround time expectation for this process is currently seven business days. And just as a reminder, documents pulled from state agencies or federal agencies should not be notarized.

Max: This slide shows the process to apostille a notarized document. I find the diagram very useful if you want to follow along.

So let's say a company needs a document for use in Indonesia. They're expanding into the Indonesia market. They want a third party to have the right to litigate and apply for patents on their behalf. So the U.S. company is going to draft a power of attorney outlining those rights that they're granting to the third party. They'll confirm with the partner in Indonesia that those contents are acceptable. And then an officer of the U.S. company will sign the document in front of a valid notary, who will fully notarized the document. And then that document, each state keeps a list of notaries that are valid in their state. So the document will be submitted to that state secretary of state office who will make sure that the notary is valid and that the contents of the document are legal. They'll put their apostille page on the document. And as Alex mentioned, states take different amounts of time. A reasonable time expectation is two weeks, but this could be done in one to two business days, or in North Carolina a month.

So the U.S. company spoke with their Indonesia partner and made sure that the contents of the power of attorney will be accepted. They signed and notarized that power of attorney in North Carolina in front of a valid North Carolina notary public, sent the document to Corporation Service Company, and we submitted to the North Carolina Secretary of State for the document to be apostilled for use in Indonesia. And the contents are acceptable, the notary is acceptable. So one month later, the North Carolina government put this page that you see on the slide on the document, which makes it fully valid for use in Indonesia.

Helena: Well, up to now, we've been talking about apostilling. Let's now switch gears and let's go into the legalization process. And this involves when we have one of the two countries, at least one is not part of the Hague. And so this is considered to be a multi-jurisdiction approval process. This is where the handshake doesn't work, where we don't have both parties being signatories.

So if we need to have a document that's going to be used in a non-Hague country, it has to be authenticated by that originating country, and then it has to be legalized by the embassy or the consulate of the country where it is to be used. And depending on the country that you're dealing with, embassies and consulates may require supplemental documents and information. And so we'll learn a little bit more about that, but that can definitely throw a wrinkle into things.

Alex: We are now going to cover the authentication and legalization of a state or federal document. Feel free to follow along on the diagrams again. They are very helpful.

So for the state process, first, a certified copy or a certificate from a state agency would go to the state secretary of state office. As opposed to putting an apostille page on it, the state would then put an authentication page on it, signifying that the country it's used for is not party to the Hague Apostille Convention. This then adds the extra step of having the document authenticated by the U.S. Department of State and then legalized at the appropriate embassy or consulate.

There are several notable exceptions for documents that are for non-Hague countries but don't require the U.S. Department of State step. One of the ones that we see most often is the United Arab Emirates. In that case, after the document has been authenticated by the state secretary of state, it can go directly to the appropriate embassy. Another example is documents for use in Egypt can do the same thing. They can skip Department of State authentication if they're being legalized by the Texas consulate.

For federally-issued documents, all federally-issued documents are going to be required to go to the U.S. Department of State as that is the only appropriate authenticating authority. So certificates or certified copies from federal agencies will go to the U.S. Department of State. They will put their official authentication page on it, and then the document will go to the appropriate embassy or a consulate for legalization.

Max: This slide covers notarized documents for use in a non-Hague country. So we were talking about a power of attorney before, but for a Hague country. This time we'll use a non-Hague country as an example, the UAE.

So a U.S. company wants to assign certain rights to a third party in the UAE via a power of attorney. They've checked with the partner in the UAE to make sure that the contents are acceptable, and then a company officer signed and notarized that document in front of a valid notary public. Some states, like New York, require county certification, followed by state secretary of state authentication. Some countries require U.S. Department of State authentication, and then the document can be legalized by the embassy or consulate.

In the case that Alex mentioned, the UAE and Egypt, if the notarized documents are company documents pertaining to a company matter, then it can skip U.S. Department of State authentication and go directly from the state level to the consulate. If it's a personal document not pertaining to a company matter, the embassies and consulates require the extra step of U.S. Department of State authentication.

Alex: Here we are going to look at an example of a document that has been legalized for use in Ethiopia. This document was notarized in New York, in Kings County, was then sent to the county for authentication, and then went to the New York Secretary of State to be further authenticated. As we stated before, New York is one of the states that requires a two-step authentication process. After it was authenticated by the Secretary of State in New York, this document went to the U.S. Department of State, where they reviewed the content and made sure that all of the previous authentications were valid and then put their own official authentication page on the document. This document was then sent to the Embassy of Ethiopia, who reviewed the document and put their legalization stamp on the front of it.

We are now going to talk about apostilling documents for use in the Middle East and Northern Africa. There are certain countries that are party to the Hague Apostille Convention, such as Bahrain, Oman, Israel, Turkey, Saudi Arabia, and Pakistan. For some of these apostille countries, there is the option of additional certification, even though they are party to the Hague Apostille Convention.

For example, for Saudi Arabia, additional certification might be needed from the Saudi Arabian Ministry of Justice or the Ministry of Foreign Affairs. For Pakistan, additional attestation can be received at the Pakistan Embassy in the U.S. For both of these countries, it is necessary to consult with your local attorneys to see whether this additional certification is needed. For the Embassy of Pakistan . . .

Helena: If I can just add . . . Oh, I'm sorry. Keep going, Alex.

Alex: So sorry. For the Embassy of Pakistan, there are going to be additional supports that are required to retrieve this attestation from the embassy.

Helena: And then what I do want everyone in the audience to know is that certainly this is a very fluid situation in the Middle East, and things are changing very much tragically the circumstances in the Middle East. So definitely check in, as Alex says, with your local counsel, check in with CSC also because that may adjust time frames and different requirements also.

Max: The countries listed on this slide are not party to the Hague Apostille Convention. They're non-Hague MENA countries, Egypt, Iraq, Iran, UAE, Syria, Qatar, Yemen, Libya, Sudan, Palestine, Afghanistan, and Jordan. As Helena mentioned, there is a fluid situation in a lot of these countries, so check back with legalizations@cscglobal.com to understand the process at the time that you're legalizing the document.

Egypt, as we mentioned, oftentimes does not require U.S. Department of State authentication, which can save you some time. State-level documents for businesses can be authenticated by the state level and then sent directly to the Texas Egypt Consulate. The state could take two weeks, and the Egypt Consulate will take one to two weeks.

Iraq does require U.S. Department of State authentication on all documents. Same with Iran, Syria, Qatar, Yemen, Libya, Sudan, Palestine, Afghanistan, and Jordan. Palestine allows for one of their connected notaries in the United States to notarized a document, and then it can be authenticated by the state level, authenticated by the U.S. Department of State, and then sent to the Palestinian representative office in Canada to be legalized. Same with Afghanistan, except there's no specific notary requirement for Afghanistan. Anyone can notarize a document for Afghanistan. That state would authenticate it. The U.S. Department of State would authenticate it, and then it can be sent to the Afghanistan Embassy in Canada to be legalized. However, the Afghanistan situation is a bit complicated, so check with your representative or agent in Afghanistan to make sure that the contents are pre-approved by the relevant authority.

The UAE Embassy does not require U.S. Department of State authentication for business documents. Same as Egypt, the document can go right from state-level authentication directly to the embassy. And Lebanon, in some cases, can also go directly from the state level to the relevant embassy or consulate.

Helena: So we've heard about a few of the countries that might have particular requirements around apostilles, legalizations, things with MENA. Let's talk about a few more countries now that have still got some more of those complex requirements. If we were to put in every country in here, this webinar would probably be about two hours long. So we only have some of the selected different jurisdictions in here. So Alex, why don't you tell us a little bit more about these?

Alex: Absolutely. So for some of the countries that require application forms, we have Bangladesh and Taiwan. Bangladesh and Taiwan both also require letters of authorization, as does Lebanon. Some countries that require letters of authorization do require the letters to be notarized, so it is important to confirm with CSC whether the letter of authorization that you are sending to us will need to be notarized or not.

The Algerian Embassy and the California Egyptian Consulate also require a valid ID copy of agents being appointed in powers of attorney or authorizations of agents. As I stated before, embassies and consulates regularly email or call CSC asking for additional information about legalization requests, such as an additional ID copy or an additional letter explaining what the documents are and their use for other countries. CSC relays embassy and consulate requests in a timely manner, so be prepared to provide additional information to the consular officers if needed.

Max: Now let's go over our key takeaways. The news that we're most excited about in this industry right now is that the U.S. Department of State Office of Authentications has reopened for walk-in service as of October 1st, 2024. They shut down for walk-in service in March 2020 and were mail-in only. The turnaround time ballooned to 12 weeks throughout the past 4 years and varied. And now that the U.S. Department of State has reopened for walk-in service, customers can expect a seven business day turnaround, which is phenomenal.

There are Hague Apostille Convention countries. The U.S. is party to it. So some turnaround time expectations, if you have a North Carolina document, that's going to take a month to apostille for use in Hague Apostille Convention country. If you have a U.S. Patent and Trademark Office document for use in Hague Apostille Convention country, that's going to take seven business days. In Delaware, if you had a deed of assignment notarized in Delaware for an apostille country, that would take one to two business days.

Another piece of exciting news in our industry are that countries are joining the Hague Apostille Convention left and right. Notably Pakistan, China, Indonesia, Rwanda, they've all joined, and that makes the process a lot easier, a one-step approval by the U.S. state government or the federal government for use in that country.

Finally, some countries require more complex requirements, as we discussed. So email all of the details of your requests to legalizations@cscglobal.com and then we'll get back to you with what to expect for a turnaround time, if there are any supports required by any approving jurisdictions. We're here for you. We look forward to receiving your inquiries.

Helena: So we've learned so far about apostilles, authentications, legalizations. Let's now talk about how CSC can help you, our customers. If you need to get something legalized or you need to get it apostilled, definitely reach out to us, and we have a dedicated email address for that. It's legalizations@cscglobal.com. And, of course, I do want to underscore there can be some delays with things like that. So definitely reach out to us, let us know, tell us the kinds of documents you need, the quantities, the jurisdiction where they're going to, and what address that CSC should ship out those originals to when they're completed. And again, building in that extra time in there for delays, just in case you need them, or I should say in case you get delays from the actual jurisdiction.