What should I do if the original incorporation documents of my US company are lost?

Viacheslav Kutuzov assists in retrieving certified duplicates (Certified Copies) from the Secretaries of State in Delaware, New York, Florida, Texas, and other jurisdictions. These copies hold the same legal weight as the originals.

Why do I need a Certificate of Good Standing?

This document confirms that the company exists and is in compliance. We obtain these certificates in California, New York, Illinois, Nevada, and across the US for bank account openings and corporate transactions.

Can I obtain company documents if the business is registered outside of New York?

Yes, we work with registries in all key states, including Pennsylvania, New Jersey, Washington, Massachusetts, Minnesota, and the District of Columbia (D.C.). Our New York office coordinates requests nationwide.

How long does it take to get an apostille on corporate documents?

Processing times depend on the state (for example, Delaware or Texas may differ from New York). We offer expedited apostille services for corporate documents in all major US states.

U.S. Tax Attorney

VIACHESLAV KUTUZOV

Viacheslav Kutuzov, Esq.

GOOD STANDING CERTIFICATES, ANNUAL REPORTS,
CERTIFIED CORPORATE RECORDS, APOSTILLE

All U.S. States

Corporate records available for request in the U.S.

In the USA, the corporate law system is decentralized. The maintenance of corporate registers, registration of companies, confirmation of their existence, and issuance of copies of corporate documents are the responsibility of the states (Secretary of State or Division of Corporations).

Each state independently determines:

1. The forms of corporate documents.

2. The amount of information available for public access to third parties.

Despite the differences, it is possible to identify common features inherent in most states.

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Certificate of Good Standing

Confirmation of a company's legal status is public and available in all states. The main document confirming that a company is registered and complies with state requirements is the Certificate of Good Standing or Certificate of Existence.

Certificate Contents: the set of information varies, but usually includes:

The legal entity's name, including its organizational and legal form (e.g., Corp., LLC).
The date of establishment (date of incorporation/formation).
Confirmation that, as of the date the Certificate was issued, the company:

Either exists (active), meaning it properly files reports and pays fees.

Or its existence is suspended (suspended, inactive).

Suspension: suspension of existence most often occurs due to non-payment of the annual fee for maintaining the company in the register (franchise fee or annual fee), which is collected every 1-2 years. A company in suspended status loses the right to conduct business in the state and to use legal protection.

Additional types of extracts:

Certificate of Nonexistence: Some states allow you to order a certificate confirming the absence of a company in the state's corporate registry (if the company was never registered or was finally dissolved).

Extended extracts: In some states (e.g., Nevada, Delaware), extended extracts may be available that additionally contain information from the last annual report.

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Formation (charter) documents and amendments to it

Public Access. The company's charter documents and all amendments thereto are publicly available for review in all states.

Terminology of Charter Documents. The name of the document depends on the organizational and legal form:

Corporations: Certificate of Incorporation or Articles of Incorporation.
Limited Liability Companies (LLC): Articles of Association or Certificate of Formation.

Format and Content. To simplify the registration process, charter documents often take the form of a standard form that is filled out electronically by the founder on the Secretary of State's portal. The minimum set of information required to be provided includes:

Name of the legal entity.
Purpose of establishment (often a general phrase about conducting any lawful business is indicated).
Place of registration (often it is sufficient to indicate the county, not the exact address in the founding documents themselves).
Information about shares (for corporations only): the number of authorized shares, their par value, and the existence of classes of shares.
Registered agent: indication of a person or company authorized to receive legal notices (service of process). In many states, the Secretary of State himself may be authorized to receive notices.
Term of existence: whether the existence is perpetual or for a specific period.

Moment of establishment: A legal entity is considered established from the moment the founding documents are received and registered by the Secretary of State, not from the moment they are signed.

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Shareholder list and verification of authority of corporate officers

The list of shareholders (Stockholders/Members List) is not available for public inspection.

Most states do not require companies to register a list of shareholders in public registers.
Maintaining the list is the internal responsibility of the company itself.
Proof of ownership: If the company needs to provide information about its owners (members, shareholders, etc.), this is usually done through a notarized affidavit from the company's director or secretary regarding the current composition of shareholders.

The process of confirming the authority of company officers (directors, officers) consists of two stages:

1. Fact of holding office (Stage I)

Purpose: To establish who is listed as a director or officer of the company.
Sources of information: Annual Report.
Availability: Public (if the report is required and filed with the state). The annual report is not available in all states, but where it is available, it can be used to determine the company's addresses and, as a rule, the list of current directors.

2. Scope of authority (Stage II)

Purpose: To determine the specific scope of authority of a given person (e.g., the right to sign contracts, manage bank accounts).
Sources of information:
Internal documents: Articles of Incorporation and, most importantly, Bylaws.
Legislation of the state of incorporation/formation.
Availability: Not public. Bylaws are a confidential, internal company document that is not submitted for registration to the Secretary of State. The powers are most often specified in the Bylaws.

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Doing business in another state: a Foreign Corporation

Accreditation. As a general rule, a company incorporated in State A (e.g., Delaware) is entitled to conduct business in State B (e.g., California). However, for systematic or continuous business activity in another state (doing business), the legal entity is required to undergo an accreditation (registration) procedure in that state as a foreign corporation (in this context, "foreign corporation" means "incorporated outside of this state," both within and outside the US).

Applicable law. The state of incorporation/formation of the company is crucial, as its law:

Applies to the company's internal corporate relations (shareholder rights, director powers).
Will be used by the courts in the event of corporate disputes.