Reasons for Ordering Certified Copies and the Types Available
After forming a company, or even years into its operation, clients may be asked to provide various documents to satisfy a third party’s requirements, such as copies of approved formation documents or Certificates of Good Standing. Another common request is a Certified Copy of a document that has been filed with the state’s Division of Corporations.
Clients may need Certified Copies for a variety of reasons, such as providing documentation to a bank, satisfying investor requirements, addressing legal matters, or completing due diligence processes.
For Delaware companies, a Certified Copy is an official document issued by the Delaware Secretary of State that confirms a filing on record with the Delaware Division of Corporations is true and accurate. Each Certified Copy identifies the document being certified and includes the original filing date. It is signed by the Secretary of State and includes the official Delaware state seal. The certification is then attached to the document itself, creating an official version that can be used for various purposes. Some wonder why a regular copy of their documents may not be sufficient to meet a specific request. A Certified Copy provides additional validation from a Secretary of State that may be required.
Many clients ask what types of Certified Copies are available and when they should be ordered. Similar to a Certificate of Good Standing, Certified Copies are typically requested when a third party specifically requires them. These documents include an authentication number and are dated, and the requesting party may only accept Certified Copies that have been issued within a certain timeframe.
For example, clients may need a Certified Copy to meet compliance requirements when foreign qualifying their company in another state. In some cases, a state may require Certified Copies of the company’s entire filing history as part of the application process, and these documents may only be accepted if they have been issued within a specific timeframe, such as within the past one to three months.
While not uncommon, certain states have additional requirements. For example, in Virginia, when a corporation applies for foreign qualification, the Virginia Division of Corporations may require not only a Certified Copy of the Certificate of Incorporation, but also Certified Copies of any Amendments, Mergers, or Conversions filed in the company’s domestic state of incorporation.
In other situations, if a company has recently filed an Amendment to change its name, a bank may request a Certified Copy of the Name Amendment to confirm that the change has been approved and is officially on record with the state. And if closing a company, in some cases, a bank may request a Certified Copy of a document confirming that the company has been formally closed or dissolved in a particular state in order to close an account.
Below are some of the most commonly requested Certified Copy inquiries that Harvard Business Services, Inc. receives:
- Approved formation documents, such as a Certificate of Formation or Certificate of Incorporation
- Name Amendment filings or Restated Certificates of Formation/Incorporation
- Certificates of Conversion or Merger filings
Below are additional common requests for Certified Copies:
- Certificates of Cancellation or Dissolution filings
- Annual Reports
Many of our international clients also inquire about Certified Copies. In Delaware, not only can documents be certified, but they can also be further authenticated with an Apostille for use in foreign countries. An Apostille Service authenticates documents for use in other countries, ensuring they are accepted as valid abroad. Therefore, it is not uncommon for many international clients to request Certified Copies of Certificates of Formation/Incorporation or of other documents within a company’s filing history or even a Good Standing Certificate to meet a specific requirement from an authority in another country.
Certified Copies are an important part of maintaining and verifying your company’s records, especially when working with banks, investors, or completing filings in other jurisdictions. While the types of Certified Copies and the reasons for ordering them may vary, having the correct documentation readily available can help ensure a smooth and efficient process when these requests arise.
If looking to obtain a Certified Copy in Delaware or another state, contact us today at 1-302-645-7400 or 1-800-345-2677 ext. 6911 or via email at info@delawareinc.com.
*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.