CORPORATE DOCUMENTS
Certified Copies of Corporate Documents for Use Abroad
A foreign registry or bank asking for certified copies of corporate documents usually needs several kinds of certification at once. We identify who must certify each record, obtain or prepare the certification and authenticate the full set for the destination.
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CERTIFIED COPIES
The right certification for each record
For companies, funds and counsel opening accounts and entities abroad
- State filings ordered and certified
- Secretary’s certificates for bylaws and resolutions
- Passport copies certified from originals
- Apostille or legalization for the set
How we handle certified copies of corporate documents
When a foreign registry, bank or counterparty asks for “certified copies” of your corporate documents, it rarely means one kind of copy. Each record has to be certified by whoever is entitled to vouch for it. We sort the list, obtain or prepare each certification, and authenticate the set for the destination.
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We read the recipient’s list
Send us the request exactly as the registry, bank or counsel abroad wrote it. We identify which records they want, how recent they must be, whether translations are required and which country will receive them.
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We sort each record by its source
Records filed with the state are certified by the state. Internal records, such as bylaws, operating agreements and resolutions, are certified by the company through a secretary’s certificate. Copies of officers’ passports are certified by a notary from the original.
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We obtain or prepare each certification
We order state-certified copies, prepare the secretary’s certificate for your officer to sign before a notary, or certify copies from originals presented in person. Nothing is certified from a scan or a photograph.
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Apostille or legalization in the right state
Massachusetts records and Massachusetts notarizations are authenticated by the Secretary of the Commonwealth, typically within 1–2 business days of our in-person filing. Delaware records are authenticated by Delaware.
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Delivered as one coordinated set
Scans of the completed documents are emailed to you before they ship. The originals go by tracked courier to your counsel, bank or agent abroad, with a list matching each apostille to its document.
When companies need certified copies of corporate documents
A certified copy of corporate documents proves to someone abroad that a record is genuine and current. These are the requests we see most often.
Opening a foreign subsidiary or branch
Local counsel files the parent company’s formation documents and good standing with the commercial registry. See foreign subsidiary documents.
Corporate bank accounts abroad
Banks ask for the articles, the governing documents and proof of who may operate the account. See corporate bank accounts abroad.
Supplier and tender registration
Foreign buyers and public procurement registries ask for certified proof of existence and authority. See supplier registration documents.
Supporting a power of attorney
A registry relying on a corporate POA may want certified copies of the resolution that authorized it. See corporate powers of attorney.
Identity of officers and directors
Foreign registries and banks often require a certified copy of a director’s or signatory’s passport.
Transactions and due diligence
Counterparties abroad may request certified charter documents and officer certificates before closing. See M&A and transaction closings.
From our recent work
Every matter below came to us from a company, its executives or its counsel. Client details are kept confidential.
Turkey: a resolution with no signature line
A Cambridge biotech appointing a representative in Turkey needed its board resolution apostilled with the power of attorney. The resolution page had no signature line, so it could not be notarized as a signature. We prepared it as a certified copy instead, and the apostilles for the full set were issued the same day.
Brazil: a passport copy after the POA
A North Shore manufacturer’s finance executive signed a power of attorney for the company’s Brazilian affiliate. A week later, Brazil asked for a certified copy of his passport as well. We returned, certified the copy from the original passport in his presence, obtained the Massachusetts apostille and shipped it to Brazil.
A request from counsel in São Paulo
A Brazilian law firm asked us to provide an apostilled copy of their client’s U.S. passport. We explained that the original must be presented in person to the notary, that the apostille is issued on paper, and that we email a scan of the finished document before the original ships.
Mexico: a copy certification for a biosciences company
A biosciences company needed a certified copy of a document apostilled for Mexico. The copy was certified from the original by our notary and apostilled by the Secretary of the Commonwealth.
Mexico: a fund’s Delaware formation documents
An investment fund’s entities, formed in Delaware but managed from Massachusetts, needed formation documents and powers of attorney for Mexico. The Delaware records were certified and apostilled in Delaware, and the powers of attorney signed here received Massachusetts apostilles.
Received a list of “certified copies” from abroad?
Send it to us as written. We will tell you who certifies each record and how long the set will take.
Who certifies each corporate record
The source of the record determines who can certify it. This is the map we use for most corporate packets.
| Record | Certified copy from | Authenticated by |
|---|---|---|
| Articles of organization or incorporation, amendments, mergers (Massachusetts entity) | Massachusetts Corporations Division, from the filings on record | Massachusetts Secretary of the Commonwealth |
| Certificate of incorporation and amendments (Delaware entity) | Delaware Division of Corporations | Delaware Secretary of State. See Delaware apostilles |
| Certificate of good standing | The state of formation | The same state. See good standing apostille |
| Bylaws, operating agreement, partnership agreement | The company, through a secretary’s or officer’s certificate signed before a notary | The state where the officer’s signature was notarized |
| Board resolutions, written consents, minutes | The company, through a secretary’s certificate, or attached to a signed resolution | The state where the signature was notarized. See board resolutions |
| Share register, list of officers or directors | The company, through an officer’s or incumbency certificate | The state where the signature was notarized |
| An officer’s or director’s passport | A notary’s copy certification, made from the original presented in person | The state where the copy was certified |
A printout from a state’s online database is not a certified copy. Registries abroad want the copy issued and certified by the filing office itself.
Secretary’s certificate or notary copy certification: which one to use
For a company’s internal records, there are two ways to produce a certified copy, and they prove different things.
A notary’s copy certification confirms only that the copy matches the document the notary was shown. Massachusetts law describes it as a notarial act in which the notary copies the document, or supervises the copying, compares the copy with the original and determines that it is accurate and complete. The certificate in M.G.L. c. 222, § 15 states that the copy is “a true, exact, complete and unaltered copy.” It says nothing about whether the bylaws are the version currently in force, or whether a resolution was validly adopted.
A secretary’s certificate speaks for the company. The corporate secretary or another authorized officer certifies that the attached bylaws are complete and in effect, or that the attached resolution was duly adopted and has not been amended or rescinded. The officer signs that certificate before a notary, and the apostille authenticates the notary’s signature.
Foreign registries and banks usually want to know that a document is current and valid, not merely that it was photocopied accurately. For that reason we generally recommend a secretary’s certificate for bylaws, operating agreements and resolutions, and reserve copy certification for documents such as passports, where the question is simply whether the copy is faithful to the original.
Mistakes that get certified corporate copies rejected
- Sending a database printout. A screenshot or printout of the state’s online record is not a certified copy, however official it looks.
- Asking a notary to certify a public record. State filings and other public records are certified by the office that keeps them. A notary’s copy certification is not the right instrument for them.
- Certifying from a scan. A notary can certify a copy only from the original document presented in person. A copy of a copy, or a photo on a phone, cannot be certified.
- Expecting Massachusetts to authenticate another state’s records. The Secretary of the Commonwealth does not certify out-of-state documents. Delaware, New York and other states’ records go to those states.
- An outdated certificate. Some registries set a limit on how old documents may be. Uruguay’s state supplier registry, for example, accepts foreign documents no more than 60 days old when presented. Order certificates close to the filing date.
- Bylaws certified as a copy but not as current. A faithful copy of superseded bylaws helps no one. A secretary’s certificate confirms which version is in force.
- A resolution page that cannot be notarized. An unsigned resolution page has no signature to notarize. It needs to be attached to a signed secretary’s certificate or prepared as a certified copy.
- Missing pages and exhibits. Recipients reject documents that refer to exhibits or schedules that are not attached. Certify the complete document.
Working against a registry deadline?
Tell us the date. We will tell you which records can be ready in time and which need to start today.
Certified copies of Massachusetts filings
The Massachusetts Corporations Division issues certified copies of the documents filed for an entity, such as articles of organization, amendments and certificates of merger. Copies are ordered through the Corporations Division by selecting the specific filings from the entity’s record.
Because the certified copy is signed by a state official, it is authenticated by the Secretary of the Commonwealth without a notary’s involvement. We coordinate the order and the apostille together, so the copies and the certificate of good standing arrive with matching dates.
Massachusetts does not certify records filed in other states. A Delaware corporation’s certificate of incorporation, for example, is certified and apostilled in Delaware, even when the company is run from Boston.
Certified copies of passports and other originals
Registries abroad frequently ask for a certified copy of the passport of each director, officer or authorized signatory. A Massachusetts notary can certify such a copy only when the original is presented in person; the notary makes or supervises the copy and compares it with the original.
The Secretary of the Commonwealth then issues the apostille on paper, attached to the certified copy. We email a scan of the finished document before the original ships, which helps when a portal abroad accepts an upload first and the original later.
Some documents cannot be certified by a notary at all. The Secretary of the Commonwealth’s guidance states that a notary may not certify or authenticate a photograph. Vital records come from the issuing office; see vital records retrieval. For individual documents, see our guide Can a notary certify a copy in Massachusetts?
What to send us
- The recipient’s request, exactly as written
- The company’s exact legal name, state of formation and entity number, if you have it
- Which records already exist in signed form, and which must be prepared
- The officer who will sign any secretary’s or incumbency certificate, and their title
- The destination country and any age limit on the documents
- Your deadline and the delivery address abroad
We are notaries and document specialists, not attorneys. We prepare certificates from the information your company confirms, and your counsel decides what the company certifies.
Related corporate services
- Board resolutions and secretary’s certificates: certifying what the company decided
- Officer and incumbency certificates: who holds which office
- Certificate of good standing: ordered and authenticated
- Delaware apostilles: for Delaware entities run from Massachusetts
- Corporate document apostille: every corporate record we authenticate
- Corporate documents going abroad: a planning checklist
- Certified copies by a notary: for individuals
- Certified translation: when the registry requires it
Official sources
- M.G.L. c. 222, § 1: definition of copy certification
- M.G.L. c. 222, § 15: copy certification and other certificate forms
- Massachusetts Secretary of the Commonwealth: apostille and certification information
- Massachusetts Corporations Division: certified copy information
- Uruguay ARCE: RUPE registration requirements for foreign companies
- Hague Conference: Apostille Convention member countries
Requirements change, and the receiving office always has the final word. We link to official sources so you can check the current rules yourself.
Frequently asked questions
How do I get a certified copy of our articles of organization in Massachusetts?
Certified copies of Massachusetts filings are issued by the Corporations Division of the Secretary of the Commonwealth. For use abroad, the certified copy is then apostilled by the Secretary of the Commonwealth. We can coordinate both steps.
Can a notary certify a copy of our bylaws?
A Massachusetts notary can certify that a copy matches the original presented, but that does not show the bylaws are current. Most foreign recipients are better served by a secretary’s certificate, in which an officer certifies that the attached bylaws are complete and in effect, signed before a notary.
Is a printout from the state website a certified copy?
No. A certified copy is issued and certified by the filing office. A printout or screenshot of the online record will not be accepted where a certified copy is required.
Can you apostille a certified copy of a director’s passport?
Yes. The director presents the original passport in person, our notary certifies the copy, and the Secretary of the Commonwealth issues the apostille, typically within 1–2 business days of our in-person filing.
Our company is a Delaware corporation based in Boston. Who certifies our documents?
Delaware certifies and apostilles records filed in Delaware, such as the certificate of incorporation and good standing. Documents your officers sign before a Massachusetts notary, such as a secretary’s certificate, are apostilled by Massachusetts.
Can you certify a copy from a PDF we email you?
No. A notary can certify a copy only from the original document presented in person. For state filings, we order certified copies directly from the filing office instead.
How recent do the certified copies need to be?
It depends on the recipient. Some registries set explicit limits; Uruguay’s state supplier registry, for example, accepts foreign documents no more than 60 days old. We recommend ordering close to the filing date.
Do certified copies need to be translated?
Often, yes. Many registries require a translation of the documents and sometimes of the apostille. We provide certified translation as an American Translators Association member and coordinate it with the apostilles.
Can you prepare the secretary’s certificate for us?
We can prepare the certificate form from the information your company confirms, for your officer to review and sign before our notary. We do not give legal advice, so your counsel should approve the content.
Need certified copies of your corporate documents?
Send us the recipient’s list, the destination country and your deadline.