To Apostille or Not to Apostille?

If you’re wondering whether or not it is necessary to have your corporate documents Apostilled as

well as notarized, this may help eliminate your doubt…

 

You’re in the process of setting up an offshore company and you’re asked whether or not you would

like your corporate documents notarized and Apostilled. Is this necessary, you wonder, and what

precisely is the difference between these two kinds of certification?

First, to answer these questions, you have to understand the purpose behind such certifications.

By having your company’s corporate documents notarized, you are having the documents’

authenticity attested by a notary, i.e., a person lawfully authorized to perform such legal formalities

in the country in which your company has been incorporated. The apostille is an international

certification process that goes one step further. Recognized by the Hague Convention Abolishing

the Requirement for Legalisation for Foreign Public Documents (also known as the Apostille

Convention), the apostille is a form of authentication issued to documents for use in countries

that are party to the Convention. An Apostille on a set of documents issued in one of the signatory

countries thus allows the papers to be recognized and used for legal purposes in all the other

signatory states, of which there are currently 105.

Second, you have to determine what it is you intend to do once your company has been set up.

Will you be opening a bank account for your new corporation? Will you be sharing your corporate

documents with other parties with the intent to sign contracts? And if so, in which countries will

such transactions be taking place? If the corporate documents are to be used across multiple

jurisdictions, then it is probable that they will need to be notarized as well as Apostilled.

Say, for instance, you have set up an international business company in the Seychelles; however,

the company’s corporate bank account will be opened with a bank in Saint Vincent and the

Grenadines. In all likelihood, the bank in Saint Vincent will request to see the company’s notarized

and Apostilled corporate documents in order to verify the company’s legitimacy because the IBC

has been established in another jurisdiction. As both the Seychelles and Saint Vincent and the

Grenadines are party to the Apostille Convention, the Apostille certification on the IBC’s corporate

documents provides evidence for the legality of the company’s registration. If, on the other hand,

the corporate bank account was being set up in the Seychelles, then the notarization and Apostille is

not technically necessary as the bank is operating in the same jurisdiction that issued the corporate

documents, hence it should recognize the authenticity of papers issued by the company registry

within the same jurisdiction.

To be safe though, it is usually advised to have your company’s corporate documents both notarized

and Apostilled in case such certifications are needed for whatever reason in the future. Moreover,

the low cost as well as short timeframe required to have these processes done, far outweigh

the trouble of not having your corporate documents notarized or Apostilled yet requiring such

certifications down the line.