Potential Risks and Countermeasures of Notarizing a U.S. Company Registration How Much Do You Know?

Registering a U.S. Company Legal Procedures, Notarization, and Associated Risks

In the current context of global economic integration, an increasing number of entrepreneurs and investors choose to register U.S. companies to expand into international markets, enhance brand influence, or engage in cross-border investments. However, during this process, many often overlook the legal procedures associated with registration, particularly the potential risks embedded in the notarization process. Recently, with the growing frequency of commercial exchanges between China and the U.S., discussions surrounding U.S. company registration and notarization have gradually increased, with more relevant cases coming to light.

The Basic Process of U.S. Company Registration

First and foremost, it is important to clarify that registering a U.S. company does not equate to directly obtaining operational qualifications as one would when registering a business in China. In the United States, company registration is typically handled at the state level. Applicants must choose a suitable state-such as Delaware or California-based on their specific needs and complete a series of steps, including conducting a company name search, submitting registration documents, and paying applicable fees.

Subsequently, to ensure the legal validity of the company’s documents in China or other countries, a series of authentication procedures are usually required, including notarization.

The Role and Necessity of Notarization

Notarization refers to the process by which a legally qualified notary public verifies the authenticity and legality of a legal act or fact. In the U.S., after a company is registered, if its documents-such as the business license, articles of association, or identification of the legal representative-are to be used in China, they generally need to be notarized by a U.S. notary institution, authenticated by the U.S. Department of State, and finally certified by the Chinese embassy or consulate in the U.S. This is commonly referred to as the three-tier authentication process.

Although cumbersome, this process is a critical step in ensuring the international recognition of documents. For example, in August 2025, a Chinese enterprise was required to resubmit its U.S. company documents after its overseas investment filing was rejected due to incomplete authentication procedures, resulting in a nearly two-month delay in the project. Such incidents clearly demonstrate that neglecting the notarization process can directly affect operational efficiency.

Analysis of Potential Risks

Despite being a key mechanism for ensuring the validity of international documents, the notarization process still presents various risks in practice

1. Unregulated Intermediary Services

With the growing popularity of U.S. company registration, numerous intermediaries have entered the market. Some of these agencies, aiming to reduce costs and expedite processes, resort to unofficial channels or even forge authentication documents. At the end of 2025, a well-known business service firm in California was investigated by the FBI for allegedly providing false notarization services, affecting dozens of Chinese enterprises.

2. Unclear Qualifications of Notaries

Notary standards vary across U.S. states, and in some areas, individuals can obtain notary qualifications after minimal training. As a result, individuals lacking professional competence may be involved in the notarization of critical documents, thereby increasing legal risks.

3. Risk of Information Leakage

During the notarization process, core company documents-such as shareholder identities, equity structures, and business scope-must often be submitted. If such sensitive information falls into the hands of unscrupulous intermediaries, it may be misused illegally, potentially affecting future financing or IPO plans.

4. Delays and Increased Costs

Due to the lengthy official authentication procedures in the U.S. and reduced efficiency during the pandemic, many companies have experienced extended authentication timelines. According to media reports in June 2025, the average processing time for document authentication by the U.S. Department of State had increased from 2-3 weeks to over six weeks, significantly delaying international business cooperation.

Recommended Risk Mitigation Strategies

To address the aforementioned risks, individuals and enterprises should take the following preventive measures when registering a U.S. company and handling related notarization procedures

1. Select Reputable Service Providers

Always use legal and professional institutions for registration and notarization services. Avoid low-cost but unqualified intermediaries. Reference lists of recommended service providers from organizations such as the American Bar Association or consult the foreign-related legal service provider guide issued by China’s Ministry of Commerce.

2. Verify Notary Qualifications

Before accepting notarization services, proactively verify the notary’s professional qualifications through the official website of the relevant state’s judicial authority. Whenever possible, select notaries with Chinese language capabilities to ensure smooth communication and reduce misunderstandings.

3. Enhance Information Security Measures

When submitting sensitive materials, it is advisable to sign confidentiality agreements and request that service providers implement encryption measures for documents. For highly sensitive documents, consider submitting them in stages rather than all at once.

4. Plan Timelines in Advance

Given the current extended authentication processing times, sufficient time buffers should be incorporated into overseas business planning. Consider accelerating the process through electronic applications-for instance, the U.S. Department of State launched online authentication services for certain documents in early 2025.

5. Stay Updated on Policy Developments

In recent years, both China and the U.S. have made adjustments to their foreign legal procedures. For example, in July 2025, China’s Ministry of Foreign Affairs announced an expansion of the Hague Apostille Convention’s scope, meaning that in the future, some inter-country document certifications will no longer require consular authentication. Such policy changes represent both opportunities and challenges for enterprises and must be closely monitored.

Conclusion

Registering a U.S. company is a comprehensive endeavor involving legal, tax, and financial considerations. Within this process, notarization serves as a crucial bridge between domestic and international legal systems and must not be underestimated. Only by fully recognizing the associated risks and implementing practical countermeasures can enterprises truly achieve their international business objectives and lay a solid foundation for long-term growth.