Apostille for a German Subsidiary Filing
North Dakota company Lakeshore Components Inc. needs to send a notarized corporate resolution to Germany for a subsidiary bank account. The resolution was signed by the president on February 3 and notarized by Kendra Hoff, a North Dakota notary whose commission expired January 31. Kendra's stamp shows an expiration date of January 31 and her signature. The company also sends a photocopy of the president's North Dakota birth certificate and a photocopy of the notarized resolution. The courier needs the documents in Frankfurt within five business days. The company asks the Secretary of State to issue an apostille on all three documents.
1. Can the Secretary of State apostille the notarized resolution? Explain.
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No. An apostille authenticates the signature and official capacity of the person who signed or notarized the document. The Secretary of State can apostille a North Dakota notary's signature only if the notary was commissioned and authorized at the time of the notarial act and the signature is on file. Kendra's commission expired January 31, before the February 3 notarization, so she lacked authority to perform the act. The Secretary of State cannot cure that defect with an apostille. The resolution must be re-notarized by a currently commissioned North Dakota notary before an apostille can be considered.
2. What about the birth certificate photocopy and the photocopy of the resolution?
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Neither photocopy is acceptable for apostille purposes. A birth certificate is a vital record, and a photocopy is not the certified record that the Secretary of State can authenticate. The company should obtain a certified copy from the North Dakota Department of Health and follow the proper authentication route for that record. A photocopy of the notarized resolution is also not a substitute for the original or a properly certified copy bearing the notary's original signature. An apostille is placed on or attached to the actual document being authenticated, not on an ordinary photocopy. Sending photocopies will waste the five-day courier window.
3. If Germany were not a party to the Hague Apostille Convention, what would change?
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The document would not receive an apostille. Instead, the company would need the traditional certification or authentication chain: the North Dakota Secretary of State certifies the notary's signature, and then the U.S. Department of State or the foreign embassy or consulate authenticates the document as required by the destination country. The same threshold requirements still apply: the notary must have been commissioned when the act was performed, and the document must bear the proper original signature and seal. The company should confirm Germany's status and the receiving bank's instructions before submitting documents, because the wrong authentication method can cause rejection.