Certified copies of state business filings 101

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.

When are certified copies necessary?

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

• Replacing a lost or misplaced original. — It’s critical that you keep originals of your formation documents and other state-filed documents with your company records. If they are lost or misplaced, you’ll need to request a certified copy from the state where your business was formed or is qualified to do business.
  
  
• Providing additional proof of authenticity. — Many states allow businesses to file documents electronically or by fax, and these documents may not look as “official” as paper-issued documents. A certified copy adds proof of authenticity that other authorities may require.
  
  
• 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’ll typically need a certificate of good standing along with the application for authority. A few states require a certified copy of your formation document instead of, or in addition to, the certificate of good standing.

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

If you do business internationally, certain transactions, such as opening a bank account in a foreign country, will require that your business certify and authenticate documents like your Articles of Incorporation. While your original documents may be valid and accepted in the United States, foreign jurisdictions require that businesses obtain certified copies to verify authenticity. 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 your Articles of Incorporation?

To obtain a copy of a document filed with the state, including Articles of Incorporation, Articles of Organization, Certificates of Amendment, and so on, you can typically submit a request in one of two ways: electronically, through the Secretary of State's online portal, or in writing, by submitting a request via mail, email, or fax.

A compliance specialist can also help you monitor this process across each state and ensure it goes as efficiently and smoothly as possible.

What information will you need to provide?

Requirements vary by state, but you’ll typically need to provide the following information:

• 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
• A statement specifying whether you need routine or expedited processing
• The mailing address where you’d like the certified copies sent

How long does it take to get a certified copy?

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

Trust CT to help with your certified copy requests

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