U.S. Company Contract Notarization and Authentication, Consular Legalization (Apostille) for Company Contracts

Why Authenticate a Company Contract?

When a Chinese company encounters a commercial dispute with an American enterprise, it can file a lawsuit against the U.S. company in China. To initiate the lawsuit, the company must first submit the U.S. company's certificate of incorporation to the court to establish the defendant's identity. This certificate is issued by the state government where the U.S. company is registered. After obtaining the certificate, it must undergo consular authentication by the Chinese embassy or consulate in the United States to be legally valid for use in China.

For example, if a U.S. company and a Chinese company sign a sales contract in the United States and a dispute arises during its execution, the Chinese company may decide to sue the U.S. company in a Chinese court. When submitting materials to the court, the court will require the sales contract signed in the United States to be authenticated by the Chinese embassy or consulate in the U.S.

Indeed, for evidence generated in the United States to be used in China, it must undergo notarization in the U.S. and authentication by the Chinese embassy or consulate in the United States.

If evidence formed abroad is directly submitted to the court, the court may reject it on the grounds that "evidence formed overseas must be notarized by the local government and authenticated by the Chinese consulate in that country before it can be admitted as evidence." This could lead to the risk of losing the lawsuit. Therefore, before filing a lawsuit, it is advisable to have such foreign evidence notarized and authenticated abroad first. Then, bring it back to a Chinese notary office for a translation notarization (otherwise, the court may reject it on the grounds that foreign-language documents must have a Chinese version). After completing these steps, you can proceed to file the lawsuit to protect the legitimate rights and interests of the parties involved.

Basic Litigation Materials:

• Contracts and orders between both parties, which establish the contractual relationship and determine whether it is a sales contract, processing agreement, etc.
• Notarization of emails, as most international trade communications involve emails related to contracts, orders, outstanding payments, etc.
• Translation of the above foreign-language documents.
• Packing list for exported goods.
• Export customs declaration form.
• Pro forma invoice consistent with the customs declaration form.
• Bill of lading, which serves as the best proof that the plaintiff has fulfilled the delivery obligation.
• Account statements.
• Correspondence between both parties.
• Payment reminders or supplementary agreements reached.

Company Contract Authentication Process

The following steps outline the three-level authentication process. You can adjust the process based on your specific situation.

Step 1: Document Notarization (Agency Service Available)

First, have the documents notarized by a local notary public or obtain a "certified copy" from the relevant authority. This step must be completed in person. Only after notarization by a local notary public can the documents proceed to the three-level authentication process, excluding local court authentication (some states allow skipping local court authentication and proceeding directly to the Secretary of State authentication. For details, please call our customer service).

Step 2: Local Court Authentication (Agency Service Available)

After completing the notarization in Step 1, you need to have the documents authenticated at the local court where the notary public is registered. The local court will attach a separate authentication document to the first page of your file. Ensure the integrity and validity of this authentication document, and avoid tampering with or altering it.

Processing times for the Secretary of State vary by state, typically taking 2–3 weeks. Some states offer expedited services, while others do not. (For specific processing times by state, please contact our customer service for details.)

Step 3: Secretary of State Authentication (Agency Service Available)

After completing the local court certification, the next step is to proceed with the Secretary of State certification. The primary purpose of the Secretary of State certification is to verify the authenticity of the local court certification.

There are two types of Secretary of State certifications: Certificate and Apostille. Please note that for the Secretary of State certification, the type of document authentication we need to process is Certificate. If your certification is of the Apostille type, the embassy will not accept it.

Processing times for certification vary among different Secretary of State offices. Typically, state government processing takes 1 to 3 weeks. Some states offer expedited services, while others do not. For more details, please contact us.

Step 4: U.S. Department of State Certification (Can Be Handled by Proxy)

Currently, the processing time for Department of State certification is lengthy, usually 3 to 4 months, which significantly increases the difficulty of the application. You can entrust us to handle this certification step on your behalf.

Step 5: Chinese Embassy/Consulate Certification (Can Be Handled by Proxy)

Submit the company contract certification, which has been certified by the Secretary of State or the Department of State, to the Chinese Embassy or Consulate in the United States to complete the final certification step.

Documents Required for Company Contract Certification:

1) Completed "Notarization and Authentication Application Form."

2) Original and photocopy of the relevant company documents.

For example, if you are certifying the Articles of Incorporation, you need to provide the original Articles of Incorporation; if you are certifying a Bank Letter, you need to provide the original Bank Letter.

3) One photocopy of the company legal representative's identity document.

This can be a valid ID, driver's license, green card, or passport. For passports, generally, only the page with the photo is required. However, if the passport has been renewed or has annotations, include copies of the relevant pages as well.

4) One photocopy of the company document proving the identity of the company legal representative.

For example, the Articles of Incorporation that include the legal representative's name, or other company registration documents such as the Article of Corporation.

5) If an agent is applying on behalf of the company, the agent's valid identity document must be submitted.

Appendix: Sample Reference for Company Contract