Articles of Incorporation, Resolutions, Certificate of Good Standing, Form 6166

Articles of Incorporation is the document you filed in the Department of State when your company was incorporated. This document is conclusive evidence that the company was once incorporated in the state.

Articles of Incorporation generally set forth the business entity’s name, address as of the date of registration, name and address of the registered agent, and purposes of incorporation (organization). It may also include the number of shares the corporation is authorized to issue, the number of directors, and some other information.

Upon request the Office of the Secretary of State will issue a certified copy of the document. The process of obtaining a certified copy from the Office of the Secretary of State is called the “retrieval”. Certified copies bear the Seal of the Department of State, the signature of the state officer (Secretary of State, Deputy Secretary of State, State Treasurer) and the statement that the document is in fact a true and correct copy of the original document kept on file in the Office of the Secretary of State.

If the document is intended for use in a foreign country it has to be legalized (“authenticated”) for foreign use. This is a process in which various seals are placed on the document. If the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”) the only legalization required is an Apostille. A document bearing an Apostille is valid in all of the Hague countries.

If the document is intended for a non-Hague country the consular legalization will be required. Before the consulate or the embassy can stamp the document, the document has to be authenticated on the state and federal levels.

Only certified copies as described above are accepted for further legalization. Computer generated or notarized copies cannot be accepted for legalization.

Articles of Incorporation do not confirm that the company has current legal status. For this purpose you will need a Certificate of Status (also called Certificate of Existence or Certificate of Good Standing).

If your company filed any amendments (e.g. change of name, change of address, etc.) it is very likely that you will be required to submit legalized copies of all Articles of Amendment.

How to get New York Articles of Incorporation with Apostille or Embassy Legalization

 

Corporate resolutions cover most formal actions and decisions approved by your board of directors (or in the case of an LLC—your members). There are many instances in which you would need a specific resolution to cover a specific transaction.

Corporate resolutions are exactly what the name implies — resolutions made by your directors and shareholders on behalf of the company. The most common types of resolutions for foreign use include:

  • resolution to appoint a representative in a foreign country
  • resolution to appoint head of representative office
  • resolution to open a bank account in a foreign bank
  • resolution to be a participant in a foreign joint venture
  • resolution to lease property, etc.Resolutions are internal documents of the company. The original resolutions are usually kept in the main office of the company.Corporate secretary or other officers of the company have the authority to make a copy of any resolution, and attest that this copy is a true and correct copy of the original resolution adopted by the shareholders (members, directors, managers).For legalization we will need a copy of the Resolution accompanied by an original notarized affidavit signed by an officer of the company confirming that the attached copy is a true copy of the original document. We will furnish a sample affidavit when we process your order for the legalization.If you need help in drafting a resolution – we will do it for you.If the document is intended for use in a foreign country it has to be legalized (“authenticated”) for foreign use. This is a process in which various seals are placed on the document. If the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”) the only legalization required is an Apostille. A document bearing an Apostille is valid in all of the Hague countries.If the document is intended for a non-Hague country the consular legalization will be required. Before the consulate or the embassy can stamp the document, the document has to be authenticated on the state and federal levels.Only certified copies as described above are accepted for further legalization. Computer generated or notarized copies cannot be accepted for legalization.Related documents: Certificate of Incumbency

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    Articles of Amendment is the document you filed in the Department of State when you introduced changes to your Articles of Incorporation (Organization) (e.g. change of name, change of Registered Agent, change of address, change of the authorized number of shares, etc.)

    Upon request the Office of the Secretary of State will issue a certified copy of the document as conclusive evidence that these changes were in fact filed. The process of obtaining a certified copy from the Office of the Secretary of State is called the “retrieval”. Certified copies bear the Seal of the Department of State, the signature of the state officer (Secretary of State, Deputy Secretary of State, State Treasurer) and the statement that the document is in fact a true and correct copy of the original document kept on file in the Office of the Secretary of State.

    If the document is intended for use in a foreign country it has to be legalized (“authenticated”) for foreign use. This is a process in which various seals are placed on the document. If the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”) the only legalization required is an Apostille. A document bearing an Apostille is valid in all of the Hague countries.

    Articles of Dissolution is the document issued by the Department of State as conclusive evidence that your company was dissolved and is no longer in existence.

    Upon request the Office of the Secretary of State will issue a certified copy of the document as conclusive evidence that these changes were in fact filed. The process of obtaining a certified copy from the Office of the Secretary of State is called the “retrieval”. Certified copies bear the Seal of the Department of State, the signature of the state officer (Secretary of State, Deputy Secretary of State, State Treasurer) and the statement that the document is in fact a true and correct copy of the original document kept on file in the Office of the Secretary of State.

    If the document is intended for use in a foreign country it has to be legalized (“authenticated”) for foreign use. This is a process in which various seals are placed on the document. If the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”) the only legalization required is an Apostille. A document bearing an Apostille is valid in all of the Hague countries.

    If the document is intended for a non-Hague country the consular legalization will be required. Before the consulate or the embassy can stamp the document, the document has to be authenticated on the state and federal levels.

    Only certified copies as described above are accepted for further legalization. Computer generated or notarized copies cannot be accepted for legalization.

    A Certificate of Good Standing (also known as Certificate of Existence or Certificate of Status) is a document issued by a state official (usually the Secretary of State) as conclusive evidence that a corporation or LLC is in existence and is authorized to transact business in the state, and that the company is in compliance with all state-required formalities.

    The Certificate of Good Standing generally sets forth the business entity’s name; that the business entity was duly incorporated or organized and is authorized to transact business in that state; that all fees, taxes and/or any applicable penalties owed to the state have been paid; that the company’s most recent annual report has been filed; and that articles of dissolution for the company have not been filed.

    Upon request the Office of the Secretary of State will issue an original Certificate of Good Standing. The original Certificate of Good Standing bears the Seal of the Department of State and the signature of the State officer (Secretary of State, Deputy Secretary of State, State Treasurer).

    Articles of Organization is the document you filed in the Department of State when your limited liability company was organized. This document is conclusive evidence that the LLC was once organized in the state.

    Articles of Organization generally set forth the business entity’s name, address as of the date of registration, name and address of the registered agent, and purposes of organization. It may also include information about members, and the way the LLC will be managed.

    Upon request the Office of the Secretary of State will issue a certified copy of the document. The process of obtaining a certified copy from the Office of the Secretary of State is called the “retrieval”. Certified copies bear the Seal of the Department of State, the signature of the state officer (Secretary of State, Deputy Secretary of State, State Treasurer) and the statement that the document is in fact a true and correct copy of the original document kept on file in the Office of the Secretary of State.

    If the document is intended for use in a foreign country it has to be legalized (“authenticated”) for foreign use. This is a process in which various seals are placed on the document. If the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”) the only legalization required is an Apostille. A document bearing an Apostille is valid in all of the Hague countries.

    If the document is intended for a non-Hague country the consular legalization will be required. Before the consulate or the embassy can stamp the document, the document has to be authenticated on the state and federal levels.

    Only certified copies as described above are accepted for further legalization. Computer generated or notarized copies cannot be accepted for legalization.

    Articles of Organization do not confirm that the LLC has current legal status. For this purpose you will need a Certificate of Status (also called Certificate of Existence or Certificate of Good Standing).

    If your company filed any amendments (e.g. change of name, change of address, etc.) it is very likely that you will be required to submit legalized copies of all Articles of Amendment.

    Operating Agreement is the agreement between the members of a Limited Liability Company. Operating agreement is drafted by an LLC’s founding members under the authority of its Articles of Organization. This document widely varies from organization to organization, but generally cover topics such as how new members are accepted, how meetings of members are conducted, how the company is managed, etc.

    Operating Agreement is an internal and most important document of the company. The original document bearing the original members’ signatures is usually kept in the main office of the company.

    Members or managers of the company have the authority to make a copy of the Operating Agreement, and attest that this copy is a true and correct copy of the original document.

    For legalization we will need a copy of your company’s Operating Agreement accompanied by an original notarized affidavit signed by a member, a manager or an officer of the company confirming that the attached copy is a true copy of the original document. We will furnish a sample affidavit when we process your order for the legalization.

    If your company does not have an Operating Agreement, we can provide sample Operating Agreement.

    Many U.S. treaty partners require the IRS to certify that the company claiming treaty benefits is a resident of the United States for the federal tax purposes. The IRS provides this residency certification on Form 6166, a letter of U.S. residency certification.

    Form 6166 is a letter printed on U.S. Department of Treasury stationary certifying that the company was/is a resident of the United States for purposes of income tax laws of the United States. You may use this form to claim income tax treaty benefits and certain other tax benefits in foreign countries.

    Form 6166 also sets forth the Employer Identification Number (EIN) of the company, and the tax year the letter is issue for.

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