Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Usually three sets: the parent company's own documents (certificate of incorporation, constitution, a recent register extract and a board resolution approving the subsidiary), identity and address documents for every director, signatory and beneficial owner, and the new entity's own documents (name, address, articles, share structure). Many countries also require the parent's documents to be notarised and apostilled, or legalised through an embassy where the Apostille Convention does not apply.
Key takeaways
- A board resolution of the parent is almost always required: it approves the subsidiary, the capital amount and the people authorised to sign.
- Registries, notaries and banks increasingly trace ownership to individual beneficial owners, so a structure chart and owner IDs are needed even for a corporate shareholder.
- Documents for Hague Convention countries such as the UK, Germany, the Netherlands, Singapore and India generally need an apostille; the UAE requires a legalisation chain instead.
- Germany and the Netherlands form companies by notarial deed, so the notary performs identity and authority checks and may require translations.
- US state formation filings need no parent documents, but the EIN application and the bank account require responsible-party and ownership evidence.
The parent company file
When a company rather than an individual is the shareholder, the host country needs to see that the parent exists, who controls it and that the people acting for it are authorised. Expect to provide:
- Certificate of incorporation (or equivalent) of the parent.
- Constitutional documents: memorandum and articles, bylaws or operating agreement.
- Recent register extract or good standing certificate, often issued within the last three months.
- Board resolution approving the subsidiary, its name, the share capital to be subscribed, the first directors, and an authorised signatory or attorney.
- Power of attorney if a local agent, lawyer or corporate service provider will sign incorporation documents.
- Register of shareholders and a group structure chart down to the ultimate individual owners.
- Latest financial statements, which some banks, free zones and home-country regulators request.
The people file: directors, signatories and beneficial owners
For every proposed director, authorised signatory and beneficial owner (commonly anyone holding 25% or more, though thresholds vary), expect:
- Passport copy, sometimes certified by a notary or lawyer.
- Proof of residential address dated within the last few months, such as a utility bill or bank statement.
- A short CV or professional profile where the authority or bank asks for one.
- Tax identification numbers from the home country.
- Consent to act as director, and in some countries a declaration that the person is not disqualified.
In the UK, new directors and people with significant control must complete Companies House identity verification. In Singapore, at least one director must be locally resident, so that person's documents are part of the file from day one.
How requirements change by destination
| Destination | Parent documents needed at formation | Certification typically expected | Points to watch |
|---|---|---|---|
| United States | Not for the state filing; needed for the EIN responsible party and the bank | Banks may ask for certified or apostilled parent documents | Ownership is not on the public filing, so banks rely on your documents |
| United Kingdom | Corporate shareholder and PSC details | Generally none for online filing; ID verification for individuals | Identity verification is mandatory for new directors and PSCs |
| Singapore | Parent's incorporation document, constitution and resolution | Certified copies; apostille commonly requested for foreign documents | Locally resident director required |
| Germany | Register extract proving the parent's representatives, power of attorney | Notarised and apostilled; German translation often needed | Formation by notarial deed; capital paid in before registration |
| Netherlands | Register extract, resolution, UBO information | Notarised and apostilled; the notary decides what it accepts | Notary carries out anti-money-laundering checks |
| UAE | Certificate of incorporation, MOA/AOA, resolution, POA | Notarised, then legalised through foreign ministry, UAE embassy and UAE MOFA | Not an Apostille Convention party, so allow extra time |
Requirements change with the authority, free zone or notary chosen, so confirm the list before ordering certified copies.
Getting the certification chain right first time
Most delays come from documents that are correct in content but certified in the wrong way. A reliable sequence:
- Ask the host-country authority, notary or bank for its written document list and validity rules.
- Order certified copies from the home registry rather than photocopying originals.
- Have resolutions and powers of attorney signed in front of a notary where required.
- Obtain the apostille from the issuing country's competent authority, or follow the legalisation chain for non-Convention countries.
- Arrange sworn translations after the apostille, if the destination requires the translation to cover the apostille too.
- Scan everything and keep originals together; banks often ask for the same set again weeks later.
- Note each document's issue date so you can see at a glance which ones will need reordering before the bank or registry appointment.
A US parent's documents are apostilled by the Secretary of State of the state that issued them; federal documents go to the US Department of State.
Common mistakes to avoid
- Passing a generic board resolution that does not name the subsidiary, the capital amount or the authorised signatory.
- Apostilling a document that the destination country, such as the UAE, does not accept without embassy legalisation.
- Ordering register extracts too early so they expire before the notary or bank appointment.
- Translating documents before the apostille is attached, when the destination wants the apostille translated too.
- Leaving out intermediate holding companies so the beneficial ownership chain does not reconcile.
- Sending scanned signatures where the notary or authority requires wet-ink originals.
Documents and records to prepare
- Parent certificate of incorporation and constitutional documents
- Recent register extract or certificate of good standing for the parent
- Board resolution approving the subsidiary, capital, directors and signatory
- Power of attorney for any local agent or service provider
- Group structure chart and shareholder register to ultimate beneficial owners
- Passports, proof of address and tax IDs for directors, signatories and beneficial owners
- Certificate of incumbency for the parent, if the destination or bank requests one
- Proposed name, registered address and articles of the new subsidiary
NYBACS 360° support
How NYBACS helps
- Drafts the parent board resolution and power of attorney so they match what the destination registry, notary or bank expects.
- Builds the beneficial ownership chart and owner document set once, for reuse across formation, EIN and bank onboarding.
- Coordinates certified copies, notarisation, apostilles and legalisation for US-issued parent documents.
- Forms US subsidiaries end to end and coordinates UK, UAE, Singapore and European subsidiaries with local partners.
Frequently Asked Questions
Does the parent company need audited accounts to open a subsidiary?
Not for most registries. Banks, some UAE free zones and home-country overseas investment rules may ask for the latest financial statements, and audited ones carry more weight where they exist.
Can the same apostilled documents be reused for several countries?
An apostille is valid in every Convention country that has not objected to the issuing state's accession, so one apostilled document can travel. In practice, recipients often want documents issued recently, so reuse works only within a short window.
Do directors need to travel to sign formation documents?
Not always. Many registries accept electronic filing and remote signing, while Germany and the Netherlands may accept a power of attorney or an approved remote notarisation process. Banks are the stage most likely to want an in-person or video meeting.
What if the parent's home registry does not show directors?
Provide a certificate of incumbency or secretary's certificate listing current directors and officers, signed by an authorised officer and certified for use abroad. This is common for US and some offshore parents.
