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ComplianceAugust 02, 2021

Certified copies for business formation 101: What they are and how to get them

As a business owner, you will most likely need to get certified copies of your most important business documents. But what is a certified copy and when are certified copies necessary? Here are answers to your frequently asked questions.

What is a certified copy?

A certified copy is an exact replica of a document, such as your business’ Articles of Incorporation on file with the state. That copy is certified by the state as being a true and correct copy. Unlike a plain copy, a certified copy bears the state seal or the Secretary of State’s signature.

What are some examples of documents I can get a certified copy of?

Examples of certified copies of business documents that you might want on hand include:

  • Articles of Incorporation or Articles of Formation
  • Business name change amendment
  • Annual report
  • Certificate of Authority
  • Other documents filed with the Secretary of State

What are Articles of Incorporation or Organization?

Articles of Incorporation or Articles of Organization are one example of the most frequently requested certified copies. Articles are filed with the state to create a corporation or LLC. Once accepted by the Secretary of State, they are used to prove the existence of the company and required to carry out activities in the business’ name, such as opening a business bank account or apply for a business license. Learn more in: What are Articles of Incorporation?

What is the difference between a certified copy and a certificate of good standing?

A certificate of good standing reflects the status of your company at a particular date. The document is issued by the state and proves that your business entity exists and is in compliance with all state requirements. A certified copy is a copy of a document that is already on file with the state (such as Articles of Incorporation) and that the state certifies as true and correct.

When are certified copies necessary?

You may need to obtain certified copies in the following scenarios.

  • Replace a lost or misplaced original — It’s critical that you keep originals of your formation documents or other state-filed documents with your company records. If these are lost or misplaced, you must request a certified copy from the state of formation or qualification.

  • Provide additional proof of authenticity — Many states allow businesses to file documents electronically or via fax. These documents may not look as “official” as paper-issued documents. Requesting a certified copy adds proof of authenticity that may be required by other authorities.

  • Opening a bank account — A certified copy of your company’s formation documents may be needed to open a business bank account.

  • Foreign qualification — If you register your company to transact business in another state, a process known as foreign qualification, you will typically require a certificate of good standing to be filed along with the application for authority. A few states require a certified copy of the formation either instead of the certificate of good standing or in addition to it.

How do you obtain certified copies for use in foreign countries?

If you do business internationally, any transactions, such as opening a bank account in a foreign country, will require that your business certify and authenticate certain documents such as Articles of Incorporation. While original documents may be valid and accepted in the U.S., foreign jurisdictions require that businesses obtain certified copies to ensure the authenticity of these documents. There are two paths to accomplish this: apostille and authentication.

For more information, read: What’s the difference between apostille and authentication?

How do you obtain a certified copy of an LLC certificate or certificate of incorporation?

To obtain a copy of any document filed with the state, including certificates of incorporation, Articles of Organization, Certificates of Amendment, etc. you must submit a written request, usually by mail or fax.

A compliance specialist can help you monitor this process in each state and ensure the process is as efficient and smooth as possible.

What information will you need to provide?

Requirements vary depending on the state where you do business, but typically, the following information is needed.

  • The exact name of your corporation, LLC, or other business entity
  • The date of formation or authorization
  • The document requested
  • A statement specifying whether plain or certified copies are required
  • A statement requesting routine or expedited processing
  • The mailing address for receipt of the certified copies

How long does it take to get a certified copy?

Times vary. Some states can fulfill the request in days, others may take up to six weeks.

Trust CT to help with your certified copy requests

If your business needs certified copies of formation or other documents, CT Corporation can streamline the process so that your request is processed accurately, swiftly, and delivered ASAP.

 

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