Why Translate Articles of Incorporation?

 

The “Articles of incorporation” for a company is the document that establishes the terms of existence for that company, specifying details like the duration, purpose, and issuance of shares. This document can also go by many other names, such as “articles of association”, “certificate of incorporation”, or “corporate charter”; for LLCs, it can be called “articles of organization” or “certificate of organization”.

In Spanish, depending on the country, this document can be called “acta constitutiva”, “escritura constitutiva”, “escritura social”, “escritura de constitución”, “certificado de incorporación”, “pacto social”, or “constitución social” (Full list from Spanish-English Dictionary of Law and Business, Thomas L. West III).

There are a number of reasons why the articles of incorporation for an international company would have to be translated into English; they are required for many aspects of doing business, such as fulfilling legal requirements, establishing bank accounts, getting visas for employees, etc. I have researched the details of a few specific cases where articles of incorporation are required and included the details below.

Employee visas

There are a couple types of visas that require the articles of incorporation of a company sending an employee to the United States (source: USCIS instructions).

  • L-1 visa [wikipedia]: This visa is for employees of an international company being relocated from a foreign office to the United States. There are two types: L-1A [USCIS], which is for executives and managers, and L-1B [USCIS], which is for employees with specialized knowledge.
  • E-2 visa [wikipedia] [USCIS]: This visa is for someone “coming to the United States to develop and direct the operations of an enterprise in which he or she has invested or is actively in the process of investing a substantial amount of capital. “

Bank Accounts

Due to the establishment of KYC laws (“Know Your Customer” laws), banks are required to verify the identity of persons or entities opening bank accounts. In the United States, Section 326 of the Patriot Act (2001) directed the Treasury Department to establish minimum standards for verifying identification. The Treasury Department established the Customer Identification Program to implement this requirement; it states in 31 CFR § 103.121(b)(2)(ii)(A)(2) [Cornell.edu] that “A bank must implement a written Customer Identification Program (CIP) appropriate for its size and type of business”; “For a bank relying on documents, the CIP must contain procedures that set forth the documents that the bank will use. These documents may include:” …

“For a person other than an individual (such as a corporation, partnership, or trust), documents showing the existence of the entity, such as certified articles of incorporation, a government-issued business license, a partnership agreement, or trust instrument.”

SEC filings

A business that wants to sell shares in the public stock market in the United States has to file a number of documents with the Securities and Exchange Commission. The Regulation S-K, item 601 [cornell.edu] spells out which exhibits have to be included with which forms. One of the exhibits (number 3) is the articles of incorporation of the entity. This exhibit is required when any of the following SEC forms are filed: S-1, S-4, S-11, F-1, F-4, 10, 8-K, 10-D, 10-Q, and 10-K.

Conclusion

There are many other cases besides the ones listed above where a company would need to translate their the articles of incorporation; these ones are just a subset. This shows that if a foreign company wants to do business in the United States, it is fairly certain that their articles of incorporation would need to be translated.

Disclaimer: none of this information should be construed as legal advice.