International Documents
Best Practice Summary

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Document filing and retrieval procedures of international documents vary from U.S. document filing and retrieval procedures.

Authentications and Apostilles

When sending documents to foreign countries, authentication and/or Apostilles are necessary.

Authentication or a certificate of magistracy is an official certificate issued by the Secretary of State's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

An "Apostille" is a specific form of an authentication certificate that is required by countries that are members of the Hague Convention. When submitting a document to the State Authentication Authorities (typically the secretary of state) for authentication, it is important to specify which foreign country is involved so that the authority's office can determine the authentication required. In order to obtain an authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the authority's records), date commission expires and notarial seal.

Documents being sent to countries that are not members of the Hague Convention typically require consulate authentication. More information on requirements or necessary consulate approval can be found at the local embassy for the target country. Virtual Paralegal Services can assist in obtaining these certifications and authentications.

Best Practice Tip: Some countries require that any notarized or authenticated documents be bound copies as evidence that the document has not been changed since it was notarized and authenticated. It is good practice to at least velo-bind all copies of documents so that they are not returned.

International Document Retrieval

Virtual Paralegal Services can assist with filings and document retrieval of companies formed around the world.

Note: The turn-around time is usually significant (3-5 weeks) in most countries therefore, getting a head start may be crucial. Costs may also be significant.

Worldwide Consulting

Worldwide Consulting Services also provides international services for forming entities in foreign countries and will assist in a full range of international issues including formation, human resource requirements, obtaining foreign directors and legal connection services. Contact Worldwide Consulting e-mailing John Briggs.

Forming Foreign Branches and Foreign Subsidiaries

International business may be conducted through:

Foreign Branch Operations

A foreign branch is an extension of the domestic company and is not a separate entity. It is much like a company that may qualify to do business in a foreign U.S. state.

Establishing a Foreign Subsidiary

A foreign subsidiary is organized and established under the laws of the foreign country and has separate legal existence outside of its US parent.

For additional information on forming international subsidiaries and branches, see LeapLaw's International Subsidiaries and Branches Best Practice Summary.

Licensing Agreements

Licensing agreements may be entered into between US companies and foreign companies so that technical services may be provided directly. These licensing agreements are subject to foreign tax and may qualify for foreign tax credits.

In addition, when drafting these forms careful consideration should be given to international issues such as governing laws, conflicts of law, currency exchanges, customs duties and taxes, US and foreign import/export laws, intellectual property rights, international tax issues and international dispute resolution or arbitration.

When considering jurisdiction of the contract, consideration must be given to the nationality of the parties involved; principal places of business and location of assets.

Joint Ventures

Generally an international joint venture is similar to a short-term partnership in which a US company enters into a joint venture agreement with a company organized in a foreign country for mutual profit. An international joint venture agreement will generally contain provisions similar to a partnership agreement such as effective date, duration, governmental authority, capital contributions, expenses, management, accounting, personnel, licensing, representations and warranties, termination conditions and other business issues.

Related Links and Articles

Transnational Law Database

LeapLaw's
Related Best Practice Summaries

International Subsidiaries and Branches