In this article, we’ll review some of the many intricacies involved in fulfilling international document retrievals as part of the overall legal due diligence process.
1. Document naming convention differs across jurisdictions
An institution that exists in one legal system may not exist in the other. The international equivalents of documents and filings have different names and are governed by different laws than in the U.S.
For example, many governments don’t have the concept of “good standing.” The equivalent of a good standing certificate might be a “certified extract,” “certificate of existence,” or “HRB certificate” as it’s called in Germany, but none of these may officially convey the meaning of good standing as it’s known in the U.S. The benefit of having an experienced provider is that you can obtain the help you need to determine what documents may be available to meet your requirement for a good standing.
Another document that has different nomenclature is “articles of incorporation”, which can be called “charter documents,” “memorandum of association,” and more. What is commonly known as a “bring down letter” is referred to in other countries as a “comfort letter,” “verbal status report,” or “profile report.”
Outside the U.S., an “apostille certificate” is commonly known as an “authentication certificate” or simply “legalization.”
2. Supplemental documents may be required
It’s also important to note that when searching for a U.S. equivalent document in another country, the information required may not match one-to-one and additional documents may be needed, adding time and complexity to the retrieval process.
For example, when obtaining copies of a company’s formation or incorporation document these may not always reflect amendments, changes, and appointments. Instead, those documents must be ordered separately. In Germany, things are a little different and this information is included in the HRB certificate (equivalent to a certificate of good standing).
Even within the same country, a U.S. equivalent document can differ from city to city or state to state. In India, for instance, the nature of a certificate of good standing can vary depending on whether the business is in New Delhi or elsewhere.
Health checks and credit reports can also be inconsistent across countries, with the information differing based on what’s available in each jurisdiction. Similarly, litigation and judgement search reports can be different. In the Cayman Islands, a popular jurisdiction for incorporation, reports will include both pending litigations and judgments, whereas in the UK, these reports must be ordered separately.