Signature Circular Translation for the USA

Bank KYC and the beneficial owner

When a bank account is opened or a business relationship begins in the USA, institutions want to establish both the authorised signatory and the company’s beneficial owner under know-your-customer (KYC) principles. Within that picture the signature circular is read as the document showing authority to represent, and in translation the signatory’s name and title are carried across clearly enough for the institution to run its checks. The trade name is an identity and is preserved as it stands; it is not equated with a US document such as an incumbency certificate.

In this verification the document is usually assessed alongside the company’s formation papers and its shareholding structure, and the names of the authorised persons in the circular are expected to match those. Whether authority is sole or joint is shown plainly, and any limit of amount or subject matter is conveyed exactly; a simplification such as “is authorised” can mean the document is asked for again during the KYC review. The declaration of accuracy attached to the translation is what makes its source verifiable. The other side may also want the document notarised or apostilled, so finding out which layer of approval is expected before work begins spares a needless repeat.

The document set and the chain of notarisation

In a corporate file heading for the USA, the signature circular is usually considered together with the company’s formation papers (articles of incorporation), its internal rules (bylaws) and its activity records. The recipient verifies the signatory’s authority by moving back and forth between these documents, which is why the trade name and the names of the authorised persons are expected to appear consistently throughout. Keeping that link intact in translation lets the file be read as a coherent whole and spares the other side any hesitation.

US transactions frequently call for the document to be reinforced by a notary acknowledgment; and since a signature circular is a notarial document, its apostille is obtained from the relevant judicial justice commission. Where this chain of approval is not planned from the outset, a finished translation may have to be put together again afterwards. Clarifying before work starts whether the other side expects a signed declaration of accuracy, notarisation or an apostille avoids needless repetition.

How current the circular is counts for just as much; once a company’s management or its authorised persons change, the old document ceases to be valid. Because the recipient may ask for a recently dated document, it is worth working with a circular close in date to the transaction. The date of issue, the notary’s details and the notarial register number are kept exactly as they are in the translation; they show which state of the representation structure the circular reflects, and leaving them out makes it impossible to judge whether the document is current.

The counterparts: incumbency certificate and corporate resolution

In US practice a person’s authority to represent a company is usually proved by a board resolution (corporate resolution), by a certificate issued by the company secretary (secretary’s certificate), or by an incumbency certificate listing the officers in post. The translation of a Turkish signature circular has to answer what the recipient will be looking for under the heading “authorized signatory”. The translation does not characterise the Turkish document as an incumbency certificate; the document is conveyed under its own identity and explained in brackets where necessary.

Form of representation and limits on authority

The distinction in a circular between sole (acting alone) and joint (acting together) signature tells the recipient whether a signature binds the company, and it is kept explicit in translation. Where authority is limited by amount, subject matter or term, those limits are conveyed exactly; a generalisation such as “is authorised” can make a limited authority look unlimited. A trade name is an identity; it is not translated but carried across as it stands.

Notarisation and the declaration of accuracy

There is no sworn translator regime in the USA; the assurance behind a translation is the signed declaration of accuracy. The other side may additionally want the document to carry a notary acknowledgment. Because a signature circular is a notarial document, the apostille is obtained from the relevant judicial justice commission.

• Do not leave the sole/joint distinction unclear.
• Verify that the declaration of accuracy has been attached to the translation.
• Obtain the apostille for a notarial document from the judicial justice commission.

The USA is a party to the Hague Apostille Convention; confirm the current position from the official HCCH list. You can run your file through our single office in Ankara Kızılay, see the cost on our pricing page, and upload your document to request a quotation. This page is for general information and is not a substitute for legal advice; consult your accountant or lawyer on questions of authority to represent.