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Do You Need Plain or Certified Copies of Corporate Documents?

June 29, 2010 Corporate

When ordering copies of corporate documents, the state filing office or your private service company will ask, “Do you need plain or certified copies of those documents?” This blog post will give a brief explanation of the difference and offer some examples of their uses.

If you order a plain copy of business entity documents, e.g., articles, amendment/merger documents, annual filing etc. what you will receive is basically a photocopy of whatever documents are on record with the filing office. Traditionally, filing offices generate plain copies by using a copy machine to make a reproduction of a physical file. These days, in light of advancing technology, many state filing offices maintain electronic image libraries of filed documents and simply print out plain copies from their database.

A certified copy is similar to a plain copy in that, it is a reproduction of the filed documents. The difference is that a certified copy will include a filing officer signature and a state seal. The signature and seal indicate that the document has been compared with the original, page for page, and can be certified as an accurate reproduction of the original document in its entirety.

So, which do you need? The answer depends on your purpose for requesting the documents and the recommendation of your legal counsel. Each transaction is unique, but here are some typical uses for each document type:

  • Plain copies are usually sufficient for the opening of bank accounts and are useful for internal review procedures such as identifying corporate structure, establishing a time line of corporate events and determining officer or director names.
  • Certified copies are usually required if the documents are going to be used in court or submitted to another state filing office as part of a foreign qualification.

For more information, check with your legal department, visit the state filing office website or contact your private service company.

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