Validate Your Delaware Documents

By Justin Damiani Monday, November 9, 2020

delaware document validationWhen clients who form Delaware companies plan to work with a lender, open a bank account, or register their company in another state, they may be asked to validate their Delaware documents filed with the state.

We work with the State of Delaware through an imaging system and, since Delaware generates and provides documents in black ink on plain white paper, sometimes, clients will be asked to provide further authentication to a specific party. We receive requests that the Delaware documents be stamped with a raised seal or printed in color.

It is not uncommon for clients to be asked to provide a Delaware Certificate of Good Standing or a Certified Copy of their approved Certificate of Formation for their LLC, or a Certificate of Incorporation for their Corporation that contains an authentication number. It’s important to note, however, that the Delaware Secretary of State stamp/approval will be in black ink.

Official Documents Provided by the Delaware Secretary of State

Delaware Certificate of Good Standing:

Also known as a Certificate of Existence, the Delaware Certificate of Good Standing is a letter provided by the Delaware Secretary of State that states that your company is currently compliant and in Good Standing in Delaware. The document specifies the formation date of the company, and that the Delaware Franchise Taxes are current.

The Certificate of Good Standing is stamped by the Delaware Secretary of State, lists the Delaware File Number for the entity and more importantly, lists an authentication number that may be needed for the party requesting the document.

Certified Copy:

The Certified Copy is issued by the Delaware Secretary of State and lists that the Delaware Certificate of Formation/Incorporation is indeed on file with the state. In addition to Certificates of Formation or Incorporation, individuals can also obtain certified copies of any documents filed with the Delaware Division of Corporations.  Examples include Name Amendments, Restated Certificates of Incorporation, Stock Amendments and even Cancellation/Dissolution certificates.

The document copy lists the type of document being certified and the date that the document was filed with the state. The Certified Copy contains the state seal and is approved and signed by the Delaware Secretary of State. This document is then affixed to the filing that is being certified.  The Delaware File Number and an authentication number will also be listed on the document.

Apostille Documents:

International clients can also obtain Certified Copies or a Delaware Certificate of Good Standing Certified with either Apostille or Gold Seal depending on in which countries the documents will be used. Clients may require these documents for the authorities in their country or for opening a bank account in their country depending on the bank’s requirements.   

Some authorities inform clients that the certified copy cannot be a regular copy, and that they need the copy certified with Apostille or Gold Seal to validate the document.  For our international clients, we can obtain certified copies of filings made with the Delaware Division of Corporations such as the Certificate of Formation/Incorporation, Name Amendments, Stock Amendments, and Amendments to the Certificate of Incorporation/Formation.

Individuals can also check the status of an entity directly with the Delaware Division of Corporations for $10, but this is not the same as receiving an authenticated Delaware Certificate of Good Standing or Certified copy. The state only provides a screen capture of the current status of your company. The state can also email the status directly to you.

If you have any questions or if you need assistance obtaining a Delaware Certificate of Good Standing or Certified Copy of a filing made in Delaware, I will be happy to assist.  Feel free to contact me via email at justin@delawareinc.com or I can be reached directly at 1-800-345-2677 or 1-302-645-7400 ext. 6144.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

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There is 1 comment left for Validate Your Delaware Documents

Excell Morris said: Wednesday, November 11, 2020

I've been having a hard time getting in the bank my stock and shares went to Wells Fargo a couple of times and they denied it what is going on please explain it to me thank you

HBS Staff replied: Thursday, November 12, 2020

We don't have any information on why your bank might not be working with you, but if there is a specific document they are requesting, we may be able to help you obtain it. 

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