CORPORATE DOCUMENTS
Documents for Opening a Foreign Subsidiary or Branch
Foreign subsidiary documents arrive from several places: state certificates, documents your officers sign and personal records of the directors you appoint. We assemble the file your local counsel needs, obtain the right apostille or legalization for each document and deliver the set complete, from Boston to the registry abroad.
Over 20 years in business · Thousands of documents processed · 600+ five-star Google reviews
SUBSIDIARIES & BRANCHES
One file, every document authenticated
For companies expanding abroad and their counsel
- Checklist mapped by document source
- Delaware and Massachusetts apostilles
- Directors’ passports and proof of address
- Embassy legalization for non-Hague countries
How we handle documents for a foreign subsidiary
Forming a subsidiary or registering a branch abroad means assembling a file from several sources: state-issued certificates, documents your officers sign, and personal documents of the directors being appointed. Each follows its own authentication route. We map the file, collect what must be ordered, notarize what must be signed and deliver the set complete.
- 1
We map the checklist
Send us the checklist from your local counsel or formation agent. We sort every item by source: documents a state must issue, documents your officers sign, and documents tied to individual directors, and we identify the authentication route for each.
- 2
We order state-issued records
Certificates of good standing and certified charter documents come from the state where the company was formed. We order them, including from Delaware, and have them apostilled or authenticated by that state.
- 3
We meet your officers and directors
We come to your office, or to a director’s home, anywhere in Greater Boston to notarize resolutions, powers of attorney, director consents and certified copies of passports and proof of address, in as few visits as the file allows.
- 4
Apostille or legalization
Massachusetts documents are filed in person with the Secretary of the Commonwealth, typically within 1–2 business days. For countries outside the Hague Convention, the file continues through the U.S. Department of State and the embassy or consulate, with updates at each stage.
- 5
Delivered as one file
Scans of the completed documents are emailed to you before they ship, so local counsel can review the set. The originals go to your team or directly to counsel abroad, organized in the order of their checklist.
What a subsidiary or branch file usually contains
Requirements differ by country and by the type of entity, and your local counsel’s checklist is the authority. These are the categories that appear in almost every file we assemble.
Proof the parent exists
A certificate of incorporation or formation and a recent certificate of good standing, issued by the state of formation.
Charter and governing documents
The certificate of incorporation as amended, bylaws or an LLC operating agreement, usually certified by an officer.
Board authority
A board resolution approving the subsidiary, its capital and its first directors or managers.
Authority to act locally
A power of attorney for local counsel to sign formation documents and appear before the registry.
Who signs for the parent
An incumbency or officer’s certificate confirming the officers and their authority.
The new directors
Certified copies of passports, proof of address, consents to act and any identification forms the registry requires for each appointee.
From our recent work
Each matter below came from a Boston-area company. Client details are kept confidential.
India: charter documents from two entities
A precision-medicine company forming an Indian subsidiary needed apostilled charter documents for both its parent corporation and an international holding LLC. We ordered the Delaware certificates and had them apostilled by Delaware, while board resolutions and notarized proof-of-address documents were apostilled in Massachusetts. When one proof-of-address certificate needed a correction, we sent a corrected certificate promptly.
India: appointing a director of a subsidiary
A technology company appointing a U.S. executive as director of its Indian subsidiary sent us its Indian counsel’s checklist. At the executive’s home in Wellesley, we notarized his self-attested passport copy and proof of address, both then apostilled, completed the signature verification form and completed an identity declaration for the corporate secretarial firm. Company counsel confirmed the set was acceptable to the Indian authorities before the originals shipped.
UAE: a full formation file outside the Hague Convention
A Waltham life-sciences consultancy forming a UAE entity needed Delaware good standing, formation and amendment documents, its LLC agreement, Massachusetts-notarized resolutions and an incumbency certificate. Each document went through state authentication, the U.S. Department of State, the UAE Embassy and the UAE Ministry of Foreign Affairs. The file took about six weeks, with updates at every stage.
Mexico: fund entities and a power of attorney
For a private fund’s matter in Mexico, the Delaware formation documents of its general partner and limited partnership were apostilled by Delaware, together with a power of attorney for use in Mexico, so the entity documents and the authority to act traveled as one set.
Setting up an entity abroad?
Send us your local counsel’s checklist. We will tell you where each document comes from and how long the file will take.
Where each document is authenticated
The rule is simple once it is clear: a document is authenticated by the state whose official issued it or whose notary notarized it. A single subsidiary file often involves two or three states.
| Document | Authenticated by | Notes |
|---|---|---|
| Certificate of good standing, certified charter, certificate of formation | The state of formation, such as Delaware or Massachusetts | We order the certificate and the apostille together; see good standing and Delaware |
| Board resolution, secretary’s certificate, incumbency certificate | The state where the officer signed before a notary | A Delaware company’s certificate signed in Boston receives a Massachusetts apostille |
| Power of attorney to local counsel | The state where it was notarized | Capacity wording must show the officer signed for the parent |
| Certified copies of directors’ passports and proof of address | The state where the copy certification was made | The original must be presented to the notary in person |
| Any of the above, for a non-Hague country | State, then the U.S. Department of State, then the embassy or consulate | Usually 4–6 weeks; see embassy legalization |
Subsidiary or branch: why it changes the file
A subsidiary is a new legal entity owned by your company. Registries want to know that the parent exists, that its board approved the investment, and who will manage the new entity. The parent’s documents establish the shareholder; the new directors’ documents establish who runs it.
A branch is usually not a separate entity but a registration of your company itself in the foreign country. Because the foreign registry is effectively registering the parent, it typically scrutinizes the parent’s documents more closely: complete charter documents, bylaws, a resolution establishing the branch and appointing its local representative, and often translations of all of them. Your local counsel will confirm which structure you are using and what it requires.
In either case, the people being appointed carry part of the file. Directors and legal representatives are frequently asked for certified passport copies, proof of residential address and signed consents, sometimes with specimen signatures. When those individuals live in Massachusetts, we meet them at home or at the office; when they live elsewhere, their documents are notarized and authenticated in their own state.
Directors’ identity documents: what we have learned
Some of the most exacting items in a subsidiary file are personal. Checklists from Indian counsel, for example, have asked that a director’s passport copy and proof of address be self-attested by the director, then notarized and apostilled. A utility bill or bank statement serves as proof of address, and its date matters: registries commonly want one issued within the last few months.
A Massachusetts notary can certify a copy of a passport or a privately held document such as a utility bill, after comparing it with the original presented in person. A notary cannot certify a copy from a scan or a phone image. See can a notary certify a copy.
Corporate secretarial firms abroad sometimes send their own identity declarations as well, asking the notary to confirm the director’s identity and their own professional status. We complete these carefully, attach evidence of our commission when requested, and ask the company’s counsel to confirm the approach before the originals ship.
Mistakes that stall a subsidiary registration
- Ordering certificates too early. Many registries want good standing certificates and corporate certifications issued within a recent window, often three or six months. Order them close to filing.
- Expecting one apostille for the whole file. Delaware documents need a Delaware apostille; documents notarized in Massachusetts need a Massachusetts apostille. Plan for both.
- Names that do not match across documents. The parent’s exact legal name, the officers’ titles and the directors’ names must be consistent in every document and with their passports.
- Outdated proof of address. A utility bill from last year may be rejected. Use the most recent statement in the director’s own name.
- Copies made from scans. A certified copy must be made from the original document presented to the notary.
- Overlooking translation. Many registries require translations into the local language, sometimes by a translator sworn in that country. Ask local counsel who must translate.
- Underestimating non-Hague timelines. A UAE or Qatar file requires embassy legalization and can take about six weeks. Start before the commercial deadline, not after.
- Signing in several places without a plan. When officers and directors are in different states, the order of signatures and the number of originals should be planned before anyone signs.
Directors in more than one state?
We coordinate the signatures, the authentications and the order of documents so the file arrives together.
Countries our clients’ files go to most often
Our clients’ recent corporate files have gone to India, Mexico, Brazil, Argentina, Italy, Spain and the United Arab Emirates, among others. Most of these countries are members of the Hague Apostille Convention, so a Massachusetts or Delaware apostille completes the authentication. The UAE, Qatar, Kuwait, Egypt and Jordan are not, and require embassy legalization. China joined the Convention in November 2023 and now accepts apostilles.
For the UAE in particular, see UAE company formation attestation. For translations, we provide certified translation as a corporate member of the American Translators Association, and we tell you plainly when the destination requires a translator sworn in that country instead.
What to send us
- Your local counsel’s or formation agent’s checklist
- The parent company’s exact legal name and state of formation
- Drafts of the resolution, power of attorney and incumbency certificate, if counsel has prepared them
- The names and locations of the officers and directors who must sign or provide documents
- The destination country, the number of originals required and your target filing date
- The delivery address of counsel abroad
We are notaries and document specialists, not attorneys. We do not advise on entity structure or draft corporate documents; your counsel does. We obtain, notarize and authenticate the documents so the registry abroad accepts them.
Related corporate services
- Board resolutions and secretary’s certificates: approving the subsidiary
- Corporate powers of attorney: for local counsel
- Officer and incumbency certificates: who signs for the parent
- Corporate bank accounts abroad: the next step after formation
- Tax and VAT representative appointments: registering for tax abroad
- UAE company formation attestation: non-Hague formation files
- Delaware apostilles: for Delaware parent companies
- Corporate documents abroad: a checklist for legal teams
Official sources
- Massachusetts Secretary of the Commonwealth: apostille and certification information
- M.G.L. c. 222, § 1: definitions, including copy certification and satisfactory evidence of identity
- M.G.L. c. 222, § 15: Massachusetts notarial certificate forms
- U.S. Department of State: authenticating documents for use abroad
- 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
What documents are needed to open a foreign subsidiary?
Typically proof that the parent company exists, such as a certificate of incorporation and good standing; its charter documents; a board resolution approving the subsidiary; a power of attorney for local counsel; and identity documents for the new directors. Your local counsel’s checklist governs, and each item usually needs an apostille or legalization.
Do we need an apostille from Delaware or Massachusetts?
Often both. Documents issued by Delaware, such as a good standing certificate, are apostilled by Delaware. Documents your officers sign before a Massachusetts notary are apostilled by Massachusetts. We handle both in the same order.
How long does it take to authenticate a subsidiary file?
For Hague Convention countries, Massachusetts apostilles are typically issued within 1–2 business days of signing, and Delaware documents follow Delaware’s processing. For non-Hague countries such as the UAE, embassy legalization usually takes 4–6 weeks, and a full formation file can take about six weeks.
Can you certify copies of our directors’ passports?
Yes. A Massachusetts notary can certify a copy of a passport presented in person, and the certified copy can then be apostilled. Some destinations, including India in our experience, also ask the director to self-attest the copy before it is notarized.
Our director lives outside Massachusetts. What happens then?
Their documents are notarized in their own state and apostilled by that state. We coordinate a notary there and keep the file on one timeline.
Is a branch registration different from a subsidiary?
Usually, yes. A branch registers your company itself abroad, so the registry tends to examine the parent’s charter documents and resolutions closely. A subsidiary is a new entity, so the file also centers on the new directors. Your counsel will confirm which applies.
How recent must the certificates be?
Many registries ask for corporate certificates issued within the last three or six months. We order state certificates close to your filing date for that reason.
Do the documents need translation?
Frequently. Some countries accept a U.S. certified translation, which we provide, while others require a translator sworn in that country. Your local counsel will tell you which applies.
Can you ship the file directly to our counsel abroad?
Yes. We email scans of the completed set first, then ship the originals by tracked international courier to counsel or the formation agent, organized to match their checklist.
Do you advise on how to structure the foreign entity?
No. We are notaries and document specialists, not attorneys. Your counsel decides the structure and prepares the documents; we make sure they are executed and authenticated correctly.
Opening a subsidiary or branch abroad?
Send us your local counsel’s checklist and your target filing date.