Apostilles, Authentications, and Legalizations – Part 1, Domestic Entities Needing Documents for Use Outside the U.S.

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

Joining us today are Max Schriner and Helena Ledic. Max is a senior customer service associate at CSC. Since joining CSC in 2019, he's worked efficiently to help financial institutions, big tech, biopharma, energy, textile, manufacturing, and industrial companies establish, maintain, expand, and withdraw their presence in foreign markets. Helena is an associate general counsel for CSC in the Chicago office. And with that, let's welcome Max and Helena.

Helena: Thank you, Caitlin. For today, for our webinar on "Apostilles, Authentications, and Legalizations, Part One," our agenda is as follows. We'll be talking about CSC, what it is. Then we'll actually go into the apostille, authentication, and legalization process. We'll talk about the different types of documents that are out there. Then we'll talk about the apostille process for those countries that are part of the Hague Apostille Convention. Then we'll get into the non-Hague countries, the legalization process with that. Then we'll go into talking specifically about China, selected countries that have got some more complex requirements, and then a top takeaways. And then we'll finish up with a Q&A session.

But first a little bit about CSC. CSC is a privately held and professionally managed company with more than 7,500 employees on 5 continents, and we provide service and technology Solutions for every phase of the business life cycle. We help form entities and maintain compliance and execute secured transaction work. For alternative asset managers, we provide administrative and outsourcing solutions. And we also provide 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, and more than 70% of the PEI 300. We are the business behind business.

As we dig into the apostille, authentication, and legalization process, there are a few things that you need to keep in mind. And Max is going to cover this in greater depth, but to anticipate delays. Turnaround times can vary greatly depending on your jurisdiction. The other thing that you need to know is that you might need to be providing supplemental documents and information, and that can change with the different countries. And then also, of course, to know your CSC point of contact, and that is an email address of legalizations@cscglobal.com.

Max: Thank you, Helena. In three and a half years, the service has changed drastically. Processes used to be faster because more jurisdictions accepted walk-ins. While turnaround times for many jurisdictions have slowed because of the pandemic, CSC is able to avoid problems by handling client documents via priority express, trackable shipping methods. We submit walk-in to any jurisdictions that allow it and stay connected with all levels of government departments so that we can be the first to let you know when they reopen for walk-in service.

Bullet number two, supporting document requirements pertains mostly to non-Hague Apostille Convention countries. They often require companies to provide additional supports.

We at CSC look forward to receiving your calls and working with you on domestic and international projects. Before we review the apostille and legalization processes, let's talk about the types of U.S. documents that can be made valid for use in other countries.

First there are personal documents. Personal documents are any document that has been properly notarized by a valid U.S. notary public. The most common personal documents we see are powers of attorney, identity certificates of legal representatives, and affidavits. The contents vary, but the formatting is somewhat standard. Each document should have a title and contents that have been compiled for a specific purpose for use in another country. That document is to be signed and dated by an authorized employee of the company in person, in ink, in front of a valid notary public. That notary public must provide their stamp and statement of acknowledgment.

Second there are state-issued certified copies. State-issued certified copies are documents issued by any state agency bearing agency letterhead and the name, title, and signature of an issuing officer. The most common state-issued certified copies we see are good standings, certified copies of articles of incorporation, amendments, conversions, and annual reports. We also see vital records certified copies, such as marriage certificates and birth certificates. Any state agency can issue a certified copy that can be made valid for use in another country.

Third there are federally-issued certified copies. Federally-issued certified copies are certified copies issued by any federal agency bearing agency letterhead and the name, title, and signature of an issuing officer. The most common federally-issued certified copies we see are from the Food and Drug Administration, the Federal Bureau of Investigation, the U.S. Patent and Trademark Office, the Internal Revenue Service, and federal courts.

State-issued and federally-issued certified copies can only be processed if they are presented in the format in which they were originally issued. For example, if you request a certified copy from a state agency and they issue it electronically, it can be printed out and processed. Whereas state-issued court documents are only issued as original certified copies stamped by a clerk of the court. In this case, the court document can't be scanned, printed, and processed. You would have to provide the original certified copy of the court document.

The same concept applies at the federal level. If the FDA issues an electronic certified copy, bearing the name, title, and signature of an issuing officer, that FDA certificate can be printed out and processed. Whereas a certified copy of IRS Form 6166, which is to avoid double taxation in the country, is issued on mint green paper. That mint green paper displays "Void" when scanned. In that case, the certified copy of the IRS Form 6166, the original has to be provided for processing.

Helena: Max discussed a lot of these documents, but we just wanted to show you again, in kind of a chart format, the different types of documents between the personal, the state, and then the federally-issued.

So as Max mentioned, from the personal side, affidavits, powers of attorney, and then the identity certificates of legal representatives are the most common ones that we see. But don't forget that there are also things such as secretary certificates or transcripts from students. Those are all considered to be personal documents.

Those state-issued ones that we see so frequently will be things such as the judgments from state court cases, articles of incorporation the certified copies, or the good standing certificates.

And as Max mentioned, with the federally-issued documents, the most common ones that we see will be things such as court documents or documents that come from the USPTO, that Patent and Trademark Office, or the FBI, or I'm sorry the FDA.

Max: Yeah, Helena, when it comes to personal documents, there are hundreds of different types of documents that can be notarized that all generally follow the same format as I mentioned before, a title of the document, contents compiled for a specific purpose in another country, an authorized employee of the company signing and dating in front of a valid notary public who provides their stamp and statement of acknowledgment. When you request certified copies of transcripts or diplomas from a college, university, or trade school registrar, make sure you request a certified or notarized version. Only specific notaries known to those institutions are allowed to certify academic documents.

When it comes to state and federally-issued certified copies, any agency can issue a certified copy. Be sure to present the certified copy in the same format in which it was issued.

In just a minute I'll talk more about apostilles, but here's an example of what it looks like. Apostille occurs at whichever level of government the document originates. State-issued certified copies and notarized documents get apostilled by their respective state. Federally-issued certified copies get apostilled by the U.S. government.

This is a North Carolina apostille issued by the Secretary of State Office in Raleigh. It can be placed on any document notarized by a valid North Carolina notary public or any certified copy issued by a North Carolina state agency for use in any country that is party to the Hague Apostille Convention. We'll show you how to find out which countries are party to the Hague Apostille Convention.

After apostilles, we'll discuss the multi-jurisdictional process of authentications and legalizations. This multi-step process occurs upwards from the county, when applicable, to the state, then to the national levels. This process is used when the country where the document is from or the country where the document is going are not party to the Hague Apostille Convention.

So if that North Carolina document from the previous slide were for the UAE, a non-Hague country, then it would be authenticated by the North Carolina Secretary of State instead of apostilled, further authenticated by the U.S. Department of State, and then legalized by the UAE Embassy in Washington, D.C. The U.S. Department of State authentication and the UAE Embassy legalization steps are the additional steps seen here.

Helena: So what is the apostille process? It a one-jurisdiction approval process, and it occurs at the same level of government where the document originates. So as we saw earlier, if something comes from a state agency, then it gets apostilled at the state level. Conversely, if something comes from the federal level, it would be apostilled at the federal level.

But the big thing that people need to be aware of is the second bullet point that's on this slide over here. In order for something to be apostilled, both countries need to be part of the Hague Apostille Convention, signatories to it, so both the issuing country plus the receiving country. If only one of them is a signatory to the Hague Apostille Convention, you cannot use an apostille. So that's really, really important for folks to remember.

There's about 120 some countries that are signatories to the Hague Apostille Convention. The number is growing all the time. Saudi Arabia, Indonesia, and Singapore just recently joined. Pakistan and Senegal are joining in March 2023. And we have a link over here to a website where if you need to double-check on a country, that's the best authority to be able to look at it.

Max: The Hague Apostille Convention countries change all the time, so be sure to check the link. Most of Europe and Latin America are party to the Hague Apostille Convention. Some notable countries are France, the UK, Italy, Mexico, Venezuela, Russia, Poland, Ukraine, Hong Kong, and the Philippines.

So again, apostille is a one-step process. When a document is from a Hague Apostille Convention country, such as the United States, and for use in another Hague Apostille Convention country, then it's a one-step apostille approval process that happens in the country where the document is from, at whichever level of government the document originated. So a certificate of good standing for any corporation can be issued by that state and apostilled that state for use in any Hague Apostille Convention country. Similarly, certified copies of federally-issued documents, such as IRS Form 6166 to avoid double taxation, can be apostilled by the U.S. Department of State for use in any country.

A reasonable time expectation for state apostille is two weeks. Some states, like Florida and Illinois, are faster, 24 to 48 hours. Some states, like Arizona currently, are slower, four weeks.

The U.S. Department of State apostille slowed down at the beginning of the pandemic when they suspended walk-in service. A reasonable time expectation for U.S. Department of State apostille is 10 to 12 weeks currently. Although as I mentioned, we're constantly staying in touch with representatives of every jurisdiction. And the U.S. Department of State hopes to reduce their turnaround time to eight weeks shortly and even shorter in the near future. Four-day walk-in service was suspended at the beginning of the pandemic for U.S. Department of State. If it ever resumes, we'll go back to submitting that way, and we'll let all of our customers know too.

Helena, I know what you're thinking. Max, you said apostille is a one-step process. Well, in New York, Kentucky, Maryland, or Tennessee, it's a two-step process for notarized documents. Let's try to understand this chart together.

Step one, we talked about the hundreds of types of notarized documents and the fairly standard formatting that each document must adhere to. In the first image, companies are drafting any document. In the second image, a company is having an authorized employee sign and date the document in person, in ink, in front of a valid notary public, and the notary public is providing their stamp and statement of acknowledgment. Image three, notarized documents from New York, Kentucky, Maryland, or Tennessee get certified by the county clerk. And in image four, the original notarized document gets apostilled by its secretary of state.

Helena: So Max has taken us through the apostille process. Let's now talk about the authentication and legalization process with those non-Hague countries. What you need to know, folks, is that this is a multi-jurisdiction approval process.

So using the United States as the example of the issuing country, let's do that. What we want to do is we want to use a document in a non-Hague country. We have to have it first authenticated in the United States, and then it has to be legalized by the embassy or consulate of the country where it's to be used.

One thing that trips up people sometimes is that the non-Hague countries may require additional supporting documents or information, and that can lead to a longer processing time.

Max: Helena, some notable non-Hague Apostille Convention countries are Canada, China, UAE, Egypt, Vietnam, Qatar, Kuwait, Jordan, Lebanon, Thailand, Taiwan, and Iraq. So if you need documents for use in a non-Hague Apostille Convention country, it involves a multi-jurisdictional approval process that is more time consuming and requirements can be more difficult to meet. For example, a power of attorney or authorization of agent for Algeria or Egypt, you may have to provide a valid passport copy of the agent being appointed. If you send legalization inquiries to CSC, we'll let you know which supplemental docs are required.

What we're looking at on this slide are the processes for state-issued and federally-issued certified copies to be authenticated and legalized for use in a non-Hague Apostille Convention country. Any state agency can issue a certified copy that can be authenticated by its secretary of state, further authenticated by the U.S. Department of State, and legalized by an embassy or consulate of a non-Hague Apostille Convention country.

The note on top of this slide means that documents from some states for some countries don't require U.S. Department of State authentication. One example of what that means is for most Midwestern states needing documents for China, a certified copy can be issued by that state, authenticated by that state, and legalized by the Chicago Chinese Consulate without U.S. Department of State authentication. That's just one example of one country's consulate that does not require U.S. Department of State authentication. There are others, and CSC actively updates a list of all available processing methods for every country.

Finally, what are the turnaround times for these processes of state and federally-issued certified copies? The issuance of the certified copy takes various amounts of time depending on that agency. Most states will then authenticate documents in two weeks. Some are faster, like Florida and Illinois, and some are currently slower, like Arizona. U.S. Department of State authentication is taking 10 to 12 weeks, but as I mentioned, they're targeting a turnaround time improvement to 8 weeks in the near future.

And then legalization at an embassy or consulate varies in the amount of time it takes. Some are faster, like the UAE, Sudan, Jordan, Egypt, Vietnam, or the Democratic Republic of Congo. And some embassies are a little bit slower, taking two to four weeks. The slowest jurisdiction at this time is the San Francisco Chinese Consulate, which is taking eight weeks.

So when we look at those intimidating total processing times on the slide, the bulk of it is the 12-week turnaround time at U.S. Department of State, which is showing improvement in the direction of eight weeks. State processes would then take 11 to 15 weeks. Federal processes would take 9 to 13 weeks. And imagine if someday we're able to return to in-person, walk-in appointments. We'll let you know as soon as that happens.

What we saw on the last slide were the processes for state and federally-issued certified copies to be authenticated and legalized for use in any non-Hague Apostille Convention country. Now I'll talk about notarized documents to be authenticated and legalized for use in any non-Hague Apostille Convention country. If you've been able to follow the previous charts and my explanation so far, then this one should be a breeze too.

Companies draft hundreds of different types of documents. Those documents can be notarized, prepared exactly in the format I've mentioned before. County authentication happens if it's applicable. Notarized documents from New York, Alabama, Georgia, Kentucky, Maryland, and Tennessee would require county clerk certification. Then notarized documents get authenticated by their respective secretary of state, further authenticated by the U.S. Department of State, and legalized by an embassy or consulate of a non-Hague Apostille Convention country.

What if we take the same case as before, with most Midwestern states needing documents for China? Well, if it's an Illinois company, they could draft a document, have it notarized by a valid notary public in Illinois. County authentication is not required in Illinois, so we'd skip that step. The Illinois notarized document would be authenticated by the Illinois Secretary of State. And then the Chinese Consulate in Chicago does not require U.S. Department of State, so we'd skip that step. The Illinois Secretary of State authenticated document can be legalized by the Chicago Chinese Consulate.

That's just one example of one non-Hague Apostille Convention country whose consulate does not require U.S. Department of State authentication. CSC keeps a list, and we'll let you know as things update.

A reasonable time expectation for consulate legalization processes that don't require U.S. Department of State is three to five weeks. Many non-Hague Apostille Convention countries do require U.S. Department of State authentication. A reasonable time expectation for that process is 15 to 19 weeks. The U.S. Department of State may reduce their turnaround time to eight weeks, and that total turnaround would improve by four.

Remember the note at the top of the two previous slides that said U.S. Department of State authentication may not be required? Well, that's the case for U.S. documents for use in China. Think about the example I gave on the last slide of a company from Illinois avoiding the 12-week turnaround time at Department of State by submitting their Illinois Secretary of State authenticated document directly to the Chicago Chinese Consulate for legalization.

U.S. companies often have options when it comes to legalizing documents for use in China. Documents from most states can go directly from state-level authentication to its respective Chinese Consulate for legalization. Or any document can be authenticated by its state, further authenticated by the U.S. Department of State, and legalized by the Chinese Embassy in Washington, D.C.

The Chinese consulates may be faster than the embassy, but they often require more supporting documents. The San Francisco consulate has the longest turnaround time at eight weeks and the most supporting document requirements. Los Angeles, Chicago, and New York have faster turnaround times and limited amounts of supports. The Houston consulate is permanently closed. Documents for any states that used to be jurisdictional to the Houston consulate are now routed through the D.C. Chinese Embassy. So where the document is from dictates which Chinese Consulate or embassy it can be submitted to. Email legalizations@cscglobal.com for the fastest China legalization processing speeds.

The Chinese Embassy and each Chinese consulate require a support called the G-1 form and a valid photo ID copy of the applicant on the G-1 form. The embassy and consulates each have their own list of requirements in addition to the G-1 and ID copy. CSC experts will email you back with all of the supports required for each China legalization.

Helena: We learned that the apostille countries typically don't require any additional support, but there are some countries that certainly have more complex requirements if they're part of the authentication and legalization process.

So, for example, Bangladesh and Taiwan have application forms along with China. Some countries require letters of authorization, for example Bangladesh, China, Lebanon, Taiwan. The Algerian Embassy and the California Egyptian Consulate require a valid IDs, I should say ID copies for agents appointed with the powers of attorney and authorizations of agents. The Palestine and Syrian Embassies are closed. If you need documents to be authenticated or legalized with those, they then need to be taken care of at the National U.S. Arab Chamber of Commerce. The Afghanistan Embassy is closed at this time, and so those documents then need to be authenticated by the U.S. Department of State.

At CSC, we regularly get phone calls and emails from the embassies and consulates looking for additional information about legalization requests. We always get back in touch with you on a timely basis if we need to get some extra information. But certainly people who are going through this process need to be prepared to provide that additional information as requested.

Max: Absolutely, Helena. Most Hague Apostille Convention countries do not require supporting documents. More often non-Hague countries, the embassy or consulates may require supporting documents. The most common ones, like you mentioned, are application forms, ID copies of the signer of the document, ID copy of the agents being appointed in a document, or letters of authorization or clarification.

What are our key takeaways from today? Well, we hope that more countries join the Hague Apostille Convention because that's a one-step process that's way easier and faster than multi-step authentication and legalization processes for non-Hague Apostille Convention countries.

You can follow the link in the slide to find out which countries are party to the Hague Apostille Convention. When it comes to U.S. documents, for those countries, apostille occurs at whichever level of government the document originated. State-issued certified copies and notarized documents get apostilled by their respective state government. Federally-issued certified copies get apostilled by the U.S. Department of State.

If U.S. documents are to be used in a non-Hague Apostille Convention country, then the process is more involved. State-issued certified copies and notarized documents get authenticated by their respective state government, further authenticated by the U.S. Department of State, and then legalized by an embassy or consulate of the receiving country. The consulates of some countries, like China, do not require U.S. Department of State authentication. China and other non-Hague Apostille Convention countries require supporting documents, such as application forms, photo ID copies, letters, and documents of public record that you must be prepared to provide.

Even with this 101 crash course that Helena and I taught today, apostilles and legalizations can still be pretty confusing. Be sure to email legalizations@cscglobal.com with details about what types of documents you have, where they're from, where they're going, and where the apostilles or legalized documents should be shipped upon completion.