Demystifying Non-US Document Authentication and Legalization

Many of us have had some exposure to the authentication and legalization process for documents originating in the United States., but the same is not often true for documents originating outside the US.

Considering the number of countries and the fact that each have their own procedures, authenticating a commercial document from outside the US can be confusing and time consuming. Add on the likelihood of having fast-approaching deadlines, and authentication can also be extremely stressful!

By providing some general guidance and rules, we hope to shed light on the unknown to make international authentication more straightforward.

Getting Started

When you are authenticating a document, there is an originating country where the document is issued and a receiving country where that document will be used. The receiving country often requires authentication of the document to verify the authenticity of the signature and seals of the public official who executed, issued, or certified a copy of the document.

Your first steps when presented with a document to authenticate are:

1. Ensure that the document is accepted as a ‘public document’, meaning the document is issued by a public authority (e.g., registry-certified copies of corporate documents or a registry-certified extract, a judgement, or a notarial attestation).
2. Ascertain whether the originating and receiving countries are members to the Hague Apostille Convention.

It Takes Two to Apostille

If both countries are signatories to the Apostille Convention, the process is similar to authenticating US documents for use in the receiving country.

The 1961 Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents, or Apostille Convention, has significantly simplified the authentication process with use of an apostille stamp that eliminates the need for embassy or consular legalization. As of June 2022, 122 countries are parties to the convention.

Although this simplifies the process to some extent, there are a few details to keep in mind. An apostille must be obtained from the relevant authority, known as a competent authority, in the same country where the document was issued or notarized. (You can find contact information for every Apostille Convention member nation’s competent authority here.)

For the certification to be deemed authentic, the issuing competent authority must use specific language placed either on the document itself, or on an allonge affixed to the document. Once the apostille is produced, it is ready for presentation to competent administrative or judicial bodies of the receiving country.

Chain Authentication Method

However, if only one or neither of the originating or receiving jurisdictions is party to the Apostille Convention, then the apostille option does not apply. The originating country must instead legalize the document for use in the receiving country. This form of legalization is sometimes called the Chain Authentication Method because each party authenticates the veracity of the signature before.

For example, in Canada — a country not party to the Apostille Convention — a Certificate of Status from Nova Scotia will bear the signature and seal of the Registrar of Joint Stock Companies. That signature would then need to be certified (authenticated) by Global Affairs Canada, and then further authenticated by the relevant government officer in the receiving party’s embassy or consulate in Canada. Only after these steps would the Canadian document be accepted in a receiving country.

Please note that this example in Canada sets out the steps for a registry-certified document. Some business documents (e.g., Power of Attorney) require a notarial attestation as a first step of the authentication, whether the document goes through an apostille or legalization process.

Legalization Process Quirks

By nature of its process, legalizations are slow, cumbersome and often expensive. Depending on the countries involved, there may be additional quirks and complications.

A few things to consider as you embark on a legalization process:

• Some consulates will not legalize a public document unless that document has been translated. That translation will also have to go through the appropriate chain authentication.
• Consulates each have their own requirements for supporting documentation, such as passports or officer’s certificates.
• Just because a country’s consulate has certain requirements in a U.S. jurisdiction does not mean that country’s consulate in a different jurisdiction has the same requirements.
• Countries may require extra steps in certain jurisdictions. In some Middle Eastern consulates, a stamp from the Arab Chamber of Commerce is required before legalizing a document. British Overseas Territories may require that the document, after authentication processing in their domestic jurisdiction, be sent to the Foreign and Commonwealth Office in London prior to going to the receiving country’s consulate.
• In many civil law countries, a notary’s signature and seal will need to be court certified.
• Some originating countries may not have an embassy or consulate for the receiving country. For example, we recently legalized a business document originating in Denmark for use in Qatar. Since there is no embassy for Qatar in Denmark, the document was processed in a neighboring country. (In this case, at the Qatar embassy in the Netherlands.)
• Current diplomatic relationships (or lack thereof) between the two countries can impact the legalization process.

Our Recommendation

Bearing in mind that authentication will vary greatly depending on the combination of originating and receiving countries involved, our overarching recommendation is to obtain a copy of the document being legalized to get a sense of what will be required.

When we complete an authentication for a document originating outside of the US, we always request a copy of the document and the country it is being use for, so we can immediately ascertain the requirements, steps and costs. This does not remove all of the frustrations and obstacles involved but the advanced footwork sheds light on what needs to be done and helps mitigate surprises that may pop up along the way.

This article is provided for informational purposes only and should not be considered, or relied upon, as legal or tax advice.