Apostilles vs. Notarization: What You Need for Delaware Corporate Documents

by Nadine Basri

We frequently hear from business owners requesting notarized copies of their Certificate of Good Standing or Articles of Incorporation, particularly when preparing for international transactions. However, Delaware corporate documents issued by the Secretary of State cannot be notarized. Instead, they require apostille authentication for international use.

Let's take a look at the differences between these two forms of authentication and why apostilles are the proper method for Delaware corporate documents.

What Is an Apostille?

An apostille is an official certification that authenticates the origin of a public document. Think of it as an international seal of approval that says "yes, this document is legitimate and was issued by the proper authority."

The word "apostille" comes from French and means "certification." It's issued under the Hague Convention of 1961, a treaty that simplifies the process of using documents across international borders. More than 120 countries participate in this convention, which means an apostille issued in Delaware will be recognized in countries from France to Japan to Australia.

Here's what an apostille does:

  • Verifies the authenticity of a document
  • Identifies the seal or stamp on the document
  • Provides a unique reference number and date of issue
  • Simplifies international recognition

Why Can't Delaware Corporate Documents Be Notarized?

This is a fair question and one we take seriously. The confusion usually comes from the fact that many personal documents—like powers of attorney or affidavits—can be notarized.

But here's the key difference: corporate documents issued by the Delaware Secretary of State are already official government documents. They come with the state seal and the signature of the Secretary of State or their designee. They don't need a notary to verify them because they're already verified by the state itself.

A notary public verifies the identity of the person signing a document and witnesses their signature. But your Certificate of Good Standing or Articles of Incorporation aren't documents you're signing—they're documents the state is issuing. The state is already the official authority, so there's nothing for a notary to verify.

When Do You Need an Apostille?

You'll typically need an apostille for Delaware corporate documents in these situations:

International Business Transactions

Opening a bank account overseas, registering your business in another country, or entering into contracts with foreign entities often requires apostilled corporate documents.

Foreign Qualification

If you're qualifying your Delaware entity to do business in another country (not just another state), that country's government will likely require apostilled documentation proving your company exists and is in good standing.

International Legal Proceedings

Court cases, arbitration, or other legal matters involving multiple countries typically require apostilled corporate documents as evidence.

Visa Applications

Some countries require apostilled proof of business ownership or status when processing business visa applications.

What Delaware Documents Can Be Apostilled?

We can help you obtain apostilles for any official document issued by the Delaware Secretary of State, including:

  • Certificate of Good Standing (also called a Certificate of Status)
  • Certified copies of Articles of Incorporation
  • Certified copies of Certificates of Formation (for LLCs)
  • Certified copies of Articles of Amendment
  • Certificate of Merger or Consolidation
  • Certificate of Dissolution

It's important to note that we cannot apostille your operating agreement, bylaws, or other internal company documents. These aren't issued by the state, so the Secretary of State can't verify them.

How Does the Apostille Process Work?

The process is actually pretty straightforward:

  1. Obtain a certified copy of your Articles of Incorporation/Formation. You can get this directly from the Delaware Division of Corporations or, for a faster turnaround time, you can order a certified copy from our website here. 
  2. Request the apostille when ordering the certified copy through the Division of Corporations or, when ordering from our website, select "Add Apostille" button and you will receive the apostilled document via mail. 
  3. Receive your apostilled document. If ordering from the state, you will receive the document by mail. If you placed an order with The Incorporators, you will receive a digital copy of the document to your email within hours, followed by the hard copy via mail within a few business days.  

The apostille itself is a separate page that's attached to your corporate document. It includes specific information required by the Hague Convention, along with an official seal and signature.

How We Can Help

Many of our clients need apostilled documents quickly, especially when international deadlines are involved. We handle the entire process on your behalf:

  • Obtaining certified copies of your corporate documents from the Delaware Secretary of State
  • Submitting apostille requests
  • Coordinating expedited processing when you're working against a deadline
  • Ensuring all documents are properly prepared and authenticated

We've helped businesses get apostilled documents for projects in dozens of countries, and we're familiar with the specific requirements different jurisdictions may have.

The Bottom Line

If someone is asking you for a "notarized" Certificate of Good Standing or Articles of Incorporation for international use, what they actually need is an apostilled version. These are two completely different things, and understanding the difference can save you time and frustration.

Delaware corporate documents issued by the Secretary of State cannot and do not need to be notarized—they're already official documents. But they can and often must be apostilled for international recognition.

Need an apostille? We offer easy online ordering and fast turnaround times. Order here now.

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