Articles of incorporation translation for USCIS filings

Corporate records from abroad reach USCIS as a set, and every page of the set needs a complete English translation that carries the translator's certification. In L-1, E-1, E-2, EB-1C and EB-5 files, the articles of incorporation, bylaws, shareholder register, share certificates, board resolutions, meeting minutes and commercial register extract show who owns the foreign company and who controls it. The attorney or accredited representative decides which of them go into the filing, and the translation starts from that choice. The L-1 and E-2 categories each have a separate guide, on L-1 visa document translation and E-2 visa document translation.

Corporate records in L-1, E-1, E-2, EB-1C and EB-5 files

Each of these filings asks the petitioner to connect a person or an investment to a company outside the United States. The company's constitutional documents carry that connection: the deed or articles that created the company, the bylaws or articles of association that set its rules, the register that names the owners, and the minutes and resolutions that record decisions over the years. A commercial register extract adds the registry's own statement of who the company is, where it sits and who may sign for it.

USCIS requires a full English translation of every foreign-language document in a filing, with a certification that the translation is complete and accurate and that the translator is competent in both languages. A translation company provides that certification independently of the case, which matters when the petitioner is also a shareholder or director of the company whose papers are being translated. The whole set is handled as one certified document translation for USCIS project, so a name or a term is rendered the same way on page 3 of the bylaws and on page 40 of the minutes.

Articles of incorporation and deeds from civil-law countries

A company in a civil-law country is often created by a deed with its own title, such as the Spanish escritura de constitución, and the articles of association may sit inside that deed or in a separate attachment. The translation follows the title the document gives itself. A deed of incorporation stays a deed of incorporation in English, and an attachment called Gesellschaftsvertrag becomes articles of association, even when the cover letter calls everything "the articles."

Legal forms get the same treatment. A name ending in GmbH, S.A., S.L. or K.K. keeps its ending exactly as printed, and the translation adds a short English description at first use, for example "limited liability company," so an officer can tell what kind of entity the name belongs to. Officer titles such as Geschäftsführer, Vorstand and Aufsichtsrat are translated once, written into a glossary, and used identically from then on. Because these papers are contracts between owners, they are handled like any legal contract translation. German company papers, such as a Gesellschaftsvertrag or a Handelsregisterauszug, are covered by German legal contract translation, and the language itself is described under German translation services.

Bylaws and amendments translated in date order

Bylaws are rarely a single document. A company formed years ago usually has the original text plus one or more amendments, restated versions and consolidated texts, and each of them may carry its own date, signature block and registry stamp. The translation keeps every version as a separate document, in the order of its date, and reproduces each amendment's number, effective date and article references as printed. Nothing is merged into a tidy current version, because the officer may need to see which text was in force when a capital increase or a change of director took place.

A glossary is built at the start and applied to the whole set. It fixes four things:

• The legal name of the company and any former names are spelled as they appear on the commercial register extract.
• The legal form and each share class, such as ordinary shares or preference shares, get one fixed English rendering.
• The officer and body titles, such as managing director, supervisory board or general meeting, are translated the same way in every document.
• The names of owners and directors are transliterated once and repeated in that form.

Shareholder registers, share certificates and capital figures

The shareholder register is usually the document an officer reads most closely, since it states the ownership that the petition relies on. Share counts, nominal values, paid-in amounts and ownership percentages are copied exactly as printed, including the currency, the decimal and thousands separators of the source country, and any figure the register itself corrects by hand. A figure is never rounded, recalculated or converted to U.S. dollars in the translation. If a total printed on the page does not match the lines above it, the translation shows the total as printed, with a bracketed note that the figures differ.

Share certificates are translated one by one, with certificate numbers, holder names, class of share, number of shares and any transfer endorsements on the back. Records of a capital increase explain why the register shows different figures from the original deed, so they stay in date order with the bylaws amendments they relate to.

Board resolutions, minutes and powers of attorney

Resolutions and minutes record who attended, what was proposed, how each person voted and who signed. A meeting minutes translation keeps the agenda numbering, the attendee list with titles, the vote counts and every reference to a document attached to the minutes. Quorum statements and written resolutions passed without a meeting are translated as written, and a resolution that refers to an earlier decision keeps the date of that decision in the form the source uses.

A power of attorney is translated in full, like any other legal instrument. The translation keeps the name of the person granting authority, the name of the agent, the scope of the powers, the limits and the term, and it does not shorten a long list of powers. Where the source gives a date in a local calendar, the translation keeps the printed date and shows any conversion beside it, the same way throughout the set.

Signatures, initials and registry stamps in corporate papers

Corporate papers carry more marks than most civil records: signatures on every page of bylaws, initials in margins, company seals, registry stamps with filing numbers, and handwritten notes added after a meeting. Each mark is described where it appears, for example "[signature]," "[initials]," "[company seal: round, text reads ...]" or "[registry stamp: received, file no. ...]," and any text inside a seal or stamp is translated. Unreadable parts are marked "[illegible]" and are never guessed. Blank signature lines are marked as blank, since a missing signature on a resolution is something the officer should see on the page.

The back of a page, a cover sheet from the registry and an attached receipt are translated when they carry anything. The layout of each translated page follows the source closely enough that the officer can place every element next to its original.

Preparing the corporate set for translation

Gather the documents in the order they were created, include every amendment and attachment, and scan both sides of any page that has writing on the back. Send the commercial register extract first, since it fixes the official spelling of the company name, the legal form and the directors, and expect a separate certification for each document in the set. We prepare corporate records as one project, and a certified business license translation can be added to the same set when the filing includes one.