How to Apostille a Corporate Resolution for Use Abroad

What is a corporate resolution?

A corporate resolution is an internal document through which a corporation's board of directors, an LLC's members or managers, or an authorized officer formally records a company decision. In the context of international processes, the most common resolutions authorize opening a bank account, name the individuals with signing authority over that account, or authorize a one-time transaction such as selling an asset or signing a contract abroad. An incumbency certificate serves a related function: it confirms who holds a given position at the company at a point in time, and typically includes a signature specimen.

Why the resolution follows a different route than the Certificate of Status

The Certificate of Status and certified Articles are issued by the state registry, which is why they're apostilled through the apostille authority of that same state. A corporate resolution, by contrast, isn't issued by any registry: the company itself drafts and signs it. For it to be apostille-eligible, it generally needs to first go through a notary public, who certifies that the signer appeared before them and signed the document. That notarization, not the company's state of formation, determines where the apostille is processed.

Step by step: from a drafted resolution to an apostille

• 1. Drafting. The resolution's legal content should come from your lawyer, your accountant, or the bank or authority requesting it. Integramerica does not draft the legal wording of a corporate resolution.
• 2. Signing before a notary. The authorized officer, manager, or member signs the resolution before a notary public commissioned in the state where they happen to be at that time. This step is what makes the document apostille-eligible.
• 3. Verifying the notary's commission. The state's apostille authority confirms the notary who certified the signature is commissioned and current in that state before issuing the apostille.
• 4. Apostille. Processed through the apostille authority of the state where the notarization took place, which may or may not match the company's state of formation.
• 5. Translation, if applicable. If the recipient requires the resolution in another language, certified translation is generally done after the apostille, not before, unless the recipient specifies otherwise.

The state of notarization, not the company's state of formation

This is the point that causes the most confusion: many people assume that, because their company's Certificate of Status is apostilled in its state of formation, the resolution must be apostilled there too. It isn't. If the manager of a Delaware-formed LLC signs the resolution before a notary in Florida, that resolution is apostilled through Florida's authority, not Delaware's, even though the same company's Certificate of Status is apostilled through Delaware. It's common for two documents in the same file to end up apostilled in two different states, and that's not an error; it reflects where each document actually came from.

What the apostille proves, and what it doesn't

The apostille certifies that the signature, seal, or capacity of the notary public who certified the document is genuine. It does not certify that the resolution's content complies with state corporate law, with the company's internal bylaws, or that the decision it records is valid under those rules; that validity depends on how the resolution was drafted and approved, which is your lawyer's responsibility, not the apostille authority's or Integramerica's.

A practical example

Suppose a Florida-formed corporation needs a resolution authorizing its president to sign a distribution contract in Colombia. The president lives and typically signs documents in Georgia. The resolution is drafted with help from the company's lawyer, signed before a notary public commissioned in Georgia, and apostilled through Georgia's apostille authority, not Florida's, because Georgia is where the notarization happened. If the same company also needs to apostille its Florida Certificate of Status for the same transaction, that document follows a completely separate process through Florida's Division of Corporations.

Common mistakes

• Trying to apostille a resolution that was never notarized.
• Sending the resolution for apostille in the company's state of formation instead of the state where the signature was notarized.
• Assuming the apostille validates the resolution's legal content.
• Confusing a resolution with a Certificate of Status; if you're not sure which one the bank actually wants, see Certificate of Status vs. Certified Articles: Which One Does a Foreign Bank Need?.

When the resolution is part of a larger file

A corporate resolution is rarely the only document a foreign bank asks for. It's usually paired with the Certificate of Status or Good Standing and, in some cases, additional documentation about who controls or owns the company. See Apostilled Certificate of Good Standing for a foreign bank for the general picture of the file, or Apostille Checklist for a Florida LLC Opening a Bank Account Abroad if you're organizing the whole file for an account opening.