When it comes to Good Standing Equivalent Certificates around the world, one size does not fit all. Generally speaking in the U.S., a “Certificate of Good Standing” (CGS) is issued by the state’s Secretary of State and the format is somewhat standard. There are state (or commonwealth) variations in what information a CGS contains, as well as what the certificate looks like, but the CGS usually addresses the simple question – “is this company in good standing with the state?”- meaning, has the company filed the paperwork and paid the requisite fees due to the state and is not dissolved, liquidated or merged? Internationally, this somewhat standardized system takes many different forms.
South of the Border, two of the common CGS equivalents we receive requests for, what they are called, and what they contain are:
Mexico – There are 32 states in Mexico, including the Federal District (Distrito Federal, where Mexico City is located) each with their own form of CGS. In 2003, the Mexican government passed legislation to modernize the Public Registry system under a unified SIGER system – (Sistema Integral de Gestión Registral). Both the modernization and implementation has been slow, most disappointingly in the business and jurisdictional capital which is Mexico City. A pre-SIGER equivalent CGS from Mexico City is called the “folio mercantil” which roughly translates as the company file. It contains all the filings that the company has sent, via a Public Notary deed, to the Public Registry to be recorded. While it is prescribed that companies record major events at the Public Registry, in practice, a company may maintain those records in-house. Depending on the age of the company, the file may have been type written. A post-SIGER equivalent CGS is computer generated and contains extracts of the filings submitted by Public Notaries directly to the Commercial Registry. The folio mercantil does not contain a statement of “good standing” by the Commercial Registry, and the inference of “good standing” or not, that can be made is if the company has filed a public deed to authorize its liquidation, dissolution or merger. Generally speaking, there are no annual report filings or fees due annually to the Public Registry. It is uncommon in Mexico for a company to be “stricken off” or “administratively dissolved’. Documents are provided in Spanish but we would be happy to provide you with a quotation for a certified or non-certified translation into English.
Brazil – There are 26 states and one Federal district (which contains the capital city of Brasília). Each Brazilian state, through the respective “Board of Trade”, has its own system of producing, and naming an equivalent CGS. For example, while Brasilia is the capital of Brazil, the business capital is Sao Paulo. In Sao Paulo, a CGS equivalent can be provided in one of three forms – a “Ficha Cadastral Completa” similar to a long form CGS with all the company filings, or a “Ficha Cadastral Simplificada” which contains the last 5 filings of the company, or a Certidao Simplificada which is a summary certificate that shows the last filing. The Sao Paulo Board of Trade only issues these documents electronically. Like other Latin America countries, the issuing authority does not always make a statement with respect to the company’s compliance with filings. Some, but not all, Brazilian Boards of Trade certificates will show a company as “active” or “inactive”. A review of either all or the last 5 filings made by the company will reveal if the company has authorized its liquidation, dissolution or merger. Although companies are required to make certain annual filings, the Boards of Trade tend to be lax when it comes to enforcement. Documents are issued in Portuguese but we would be happy to provide you with a quotation for a certified or non-certified translation into English.
Not sure what you can get in Algeria or Singapore? Contact your IBCF corporate specialist and we’ll walk you through your best options, based on your needs.