Apostilles, Authentications, and Legalizations – Part 2, Foreign Entities Needing Documents for Use Inside the U.S. and Elsewhere

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Caitlin: Hello, everyone, and welcome to today's webinar, "Briefly Speaking Apostilles, Authentications, and Legalizations, Part Two: Foreign Entities Needing Documents for Use Inside the U.S. and Elsewhere. 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 specialist 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.

Max: Hi, everyone. Thanks for joining.

Helena: Hi. Thank you so much for the warm welcome, Caitlin. This is Helena, and I do want to let our audience know that, of course, that today's presentation isn't intended nor should it be substituted for legal advice or opinion, which can only be rendered when related to specific fact situations.

Thank you to the audience for joining us today for Part Two of the apostilles, authentications, and legalizations, and what we'll be covering today is foreign entities needing documents for use inside the United States or elsewhere.

So our agenda today is we're going to cover a little bit about CSC, and then we'll go through the apostille, authentication, and legalization process. We'll talk about the different kinds of documents that you might need to have apostilled, authenticated, or legalized. We'll go into the Hague Apostille Convention, that process over there. We'll talk about the non-Hague countries. Specifically we'll also address China. We'll also look at some of the more complex requirements that you might encounter and then some top takeaways, and a Q&A session at the end.

But first, a little bit about CSC. CSC is privately held and a professionally managed company with 7,500 employees on 5 continents to 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 offer a comprehensive suite of services across a broad range of capital market transaction types, regions, and 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.

So now we're going to jump into the apostille, authentication, and legalization process, and we've got four different bullet points over here for us to concentrate on.

The first one is the anticipating delays. Turnaround times and international shipping times vary. You don't know how you might run into holidays in other countries, things like that. Try to never do this in a crunch.

Also, you need to be prepared to provide supplemental documents and information as needed. Max will cover this a little bit more.

And then, of course, is in the country that it's going to, check with counsel to see where the document is going to if you need to confirm if there are upstream approvals or if there are any glitches in that process for being accepted by that receiving jurisdiction.

And, of course, know your CSC point of contact, legalizations@cscglobal. Max and his colleagues monitor that email address, and they are your best resource for information.

So with that, Max, why don't you tell us a little bit more about this?

Max: Bullet number three is crucial that if you're doing a trademark filing or appointing agents in a country, there should be a person there, either the agent or someone from that jurisdiction or local counsel that should be able to direct you as to which upstream approvals are needed for a document from another country to be approved for use for that purpose.

Helena: So let's first talk about the different types of documents that you might need to have authenticated, legalized, or apostilled, and those can be personal documents or government documents.

The personal document has to be properly notarized by a valid notary public. The government documents are documents that have been issued by an agency at any level of the government, so properly issued over there. So not just screen prints or print off, something like that, but truly issued by that government agency.

Max: There are many different types of documents, but they all fall into two umbrella categories. There are notarized documents or certified copies.

There are a million types of notarized documents, but they all generally follow the same format. They have a title, contents that have been compiled for a specific purpose, and an authorized signer of the company has signed and dated in ink in front of a valid notary. That valid notary then stamps, signs, and dates in ink and provides their statement of acknowledgment confirming the venue and jurat information.

There are also certified copies. A certified copy can be issued by any local or national government agency. That certified copy can then be apostilled or legalized if it is presented for approval in the same format in which it has been issued.

Helena: And if I can just piggyback a little bit on top of Max, looking at the personal documents some more, I do want to point out things such as school transcripts, those are considered to be personal documents, that while they may be official, they still have to be notarized at that point. We have listed over here secretary's certificates, and I think of that also as corporate secretary documents may end up having to be notarized. Those fall into that personal camp.

And then, of course, when people are asked to provide things such as copies of their passports or their driver's licenses or state IDs, those are also those personal documents there.

Max: We're going to get into the specifics of the process in the coming slides, but I wanted to first show you what an apostille looks like.

Apostille is a one-step approval process. When a document is from a Hague Apostille Convention country and to be used in a Hague Apostille Convention country, then it is approved by the country where the document is from for use in the other Hague Apostille Convention country.

What we see here is an Indian notarized document that has been apostilled for use in another Hague Apostille Convention country. The Indian notary stamped and signed on the top half, and the Indian Ministry of Foreign Affairs stamped or apostilled on the bottom half. Since both the sending and receiving country are party to the Hague Apostille Convention, the Indian government approved the document for use in the other Hague Apostille Convention country, and that document is now considered fully valid for use in that other Hague Apostille Convention country.

Here is what authentication and legalization looks like. Authentication and legalization is a two-step process. If either the country where the document is from or the country where the document is going are not party to the Hague Apostille Convention, then the country where the document is from can no longer singularly approve the document for use in the other country. The document will have to be approved by both governments. What you see in this example is a notarized document from the Netherlands that has been authenticated by the Netherlands government and then legalized by the Qatar Embassy in the Netherlands.

Apostille occurs when a document is from a Hague Apostille Convention country and it's to be used in a Hague Apostille Convention country. The document will be apostilled by the government of the country where the document is from for use in the other Hague Apostille Convention country. That's a one-step approval process. The approval happens by a jurisdiction that's typically known as the ministry of foreign affairs or a local court.

Helena: And what we recommend is always double-checking to make sure that the countries . . . If you're dealing with a country that you don't normally work with, double-check to see whether or not they are one of the Hague Apostille Convention countries. If you want to do a web search on it, make sure that you actually use the word not just "Hague" but also use "apostille" in that web search over there.

In the alternative, we have a link that's available there for you. That's what Max and his colleagues use to double-check on it. That's when you can also see the exact joining dates.

And then these countries, there are always more countries that are added in. And since the beginning of 2022, we've had Indonesia, Singapore, Pakistan, and Senegal have joined. And then the big exciting news is that it is expected in November of 2023 China. So I know that Max and all of his colleagues are kind of holding their breath for that one.

Max: We mentioned before that there are two umbrella categories types of documents. There are certified copies that are issued by a local or national government, and there are notarized documents. What we see here are graphs that explain the process for each type.

For apostille, if a document is from a Hague Apostille Convention country and to be used in a Hague Apostille Convention country, that's the process that you see here. A government certified copy can be retrieved. So for corporate documents, CSC can assist in retrieval. For many types of government issued certified copies, it's okay for CSC to request issuance. But there are some types of documents that can only be retrieved by authorized employees of the company.

So send your requests to legalizations@cscglobal.com, explaining what type of government certified copy you're looking for, and CSC will look into whether it's something we can retrieve. If not, then an authorized employee of your company will have to request issuance of that certified copy, and CSC can assist with having it apostilled by a ministry of foreign affairs for use in another country.

Or there are notarized documents. We talked about the many different types of notarized documents that there are, that all follow generally the same format of having a title, contents, compiled for a specific purpose, and a signature of an authorized employee in front of a valid notary public. That drafting step happens most of the time by clients. CSC in some cases can assist with notary. Again reach out to us with specifics about what type of document and where it's to be signed, and CSC will reach out to partners in that country to see if we can assist with notary. But most cases, the legal departments of the companies will draft and notarize the documents, and then CSC will be charged with apostilling them by a ministry of foreign affairs for use in another country.

Helena: We've spoken about the apostille process, those countries, the Hague Convention. Let's now talk about the non-Hague countries, that legalization process that we have to go through here.

So authentication and legalization is a multi-jurisdictional approval process. If a document is from or will be used in a non-Hague country, it has to be authenticated by the originating country and legalized by the embassy or consulate of the country where it is to be used. So in some instances the ministries of foreign affairs, the embassies, the consulates will also require supplemental documents and information. So Max, why don't you tell us a little bit more about this?

Max: Absolutely. Non-Hague processes are more involved because it's a multi-step and the jurisdictions can request supplemental information. So the only time where it's a singular apostille approval process is if the document is from a Hague Apostille Convention country and to be used in a Hague Apostille Convention country. Any other combination, such as non-Hague to Hague, Hague to non-Hague, non-Hague to non-Hague, are all multi-step authentication and legalization processes where both governments will have to approve the document.

The images that we see on this slide explain the authentication and legalization process for the two umbrella category types of documents — certified copies and notarized documents.

Certified copies can be issued by any local or national government agency. Some only an authorized employee can request issuance of. Others anyone can request issuance of. Once the certified copy has been issued by an agency, it can be presented in the same format in which it was issued for authentication by the local government and then legalization by an embassy or consulate of the receiving country.

And for notarized documents, the contents are drafted by a legal department and then signed by an authorized person in front of a valid notary. And that original document is submitted to the ministry of foreign affairs in that country and then submitted for legalization to an embassy or consulate of the receiving country.

There are a few added complexities for documents that are from China or to be used in China. Documents that are from China are difficult to access. Like certified copies can only be requested and issued for an authorized employee of the company. So a certificate of good standing or a certificate of merger can't be requested and issued by CSC. Someone from the company will have to request issuance, and then CSC could help assist with the process.

For documents that are from anywhere else in the world to be used in China, there are also additional required supports. Like let's say a document from France will be authenticated by the French Ministry of Foreign Affairs and then submitted to the Chinese Embassy or Consulate in France. The Chinese Embassy or Consulate in France is going to require supporting documents.

The universal support that all Chinese embassies in the world require is called a G1 application form, and the G1 application form always has to be accompanied by a valid ID copy of applicant. In addition to this universal G1 application form, the embassy and consulate often requires proof of the applicant's relationship to the entity and authority to be applicant. So clients must be prepared to provide all supporting documents as requested by the Chinese government.

Corporate documents in many countries can be retrieved by anyone, but some countries restrict access to documents of public record. When you send an inquiry to CSC, describe which type of document needs to be retrieved and we'll check with our partners in that country to see if it's retrievable. If not, then only an authorized employee of the entity can request retrieval, and once they've gotten it issued, then CSC can assist with the apostille or legalization process.

Some embassies' requirements aren't listed on their website. There are times where we've submitted to an embassy thinking that we've provided all the requirements according to their website, and then they email or call us asking for additional supports, such as an ID copy of an agent being appointed or a signer or a letter on company letterhead authorizing someone or clarifying something. CSC relays that information of what's needed very quickly to clients, and clients can then provide that information to us and we'll attempt resubmission to the embassy or consulate in a timely manner.

Our key takeaway from Part Two is the same as Part One, that we hope more countries join the Hague Apostille Convention because the apostille process is much simpler. The other key takeaways are to anticipate delays. The turnaround times in various jurisdictions vary, and you should anticipate international shipping times and international holidays.

You should remember to start the process by asking counsel in the country where the document is going to be used to confirm which upstream approvals are needed for that specific project.

Understand the Hague Apostille Convention. Take a look at the link that we provided earlier to see if both the country where the document is from and the country where the document is going are party to the Hague Apostille Convention, then that is an apostille process. Otherwise, it involves a multi-jurisdictional authentication and legalization process.

For non-Hague countries, embassies can require different supporting documents. Be prepared to provide those supports, such as ID copies and letters of clarification or documents of public records showing a signer as an authorized employee.

Document retrieval in certain countries can be a challenge. If only specific authorized employees are allowed to retrieve that document, then CSC can't assist with the retrieval, only with the processing of the authentication, apostille, or legalization.

Whatever your request is, CSC is prepared to help. Contact legalizations@ cscglobal.com, telling us what country the document is from, what types of documents you have, where they're to be used, and we'll get back to you with a cost estimate and turnaround time. We look forward to working with you on future international projects.