Instructions for obtaining qualified digital certificate for foreign company

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Complete documentation for ordering an advanced qualified digital certificate for legal entities on the ONE FOR ALL smart card or USB key.

  • Overall request form for issuance of personal qualified digital certificate for legal persons,
  • Request for obtaining digital certificate for plenipotentiary and
  • copy from the company register that must not be older than 60 days. The copy from the register must be verified by a notary and authenticated/apostilled.

FOREIGN COMPANY

Foreign companies can issue requests for digital certificates without the need for their representatives to come to Slovenia to complete the application and to be identified. It is possible to file an application remotely, but there are some additional requirements involved.

Representatives can complete the application for a digital certificate in their own country, but they need to have their signature on the application certified by a notary public (or another competent authority) who will also identify the representative via their identity document. This procedure is the same as here in Slovenia, when the application for a digital certificate is submitted through a notary public and not personally at one of the Registration Authorities of the CA.

The difference in international legal transactions is in the fact that, in addition to having the document or signature certified, the document must be equipped with an apostille. The apostille verifies the notary public’s certification and ensures that the notary public is entitled to carry out certification in the given country.

The procedure for international certification of a foreign public document is defined by the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents and applies to all the signatory states. The competent authority for issuing apostilles is determined for each signatory state separately and publicly announced. The Hague Convention also prescribes the design of the apostille, which looks like a special stamp containing an indication of the authority and country, signature and date, and is located next to the certification on the same document. In countries that are not signatories to the Hague Convention, the international certification procedure for a foreign public document is longer and somewhat more complex.

In addition to the application for a digital certificate, the company must also provide documentation demonstrating its status, representation and any other information relevant to operations in Slovenia. This primarily means a Slovenian tax number or a VAT identification number if the foreign entity is registered for VAT in Slovenia.

For a foreign company to have the status of a legal entity, it must be – as is the case for Slovenian companies – registered with a competent authority in its country, proving its existence, operations and status or legal form. The type of documentation differs according to country and type of company. Concerning the status of companies, most other countries also have a court register that contains the required basic information such as the name, form, operations and representation of the company, just like in Slovenia.

In most countries, the standard court register extract includes data about the representatives of a company (name and other personal data that allow identification), just like in Slovenia. If representation is not clear from such a document, it would have to be demonstrated using other documents (e.g. the articles of association and the decision on appointment of a certain person).

As with international organizations, the documentation of a foreign company does not have to be translated into the official language – Slovenian – if it is in a language that the CA understands.

The required documentation includes a photocopy of the personal identity document of the company’s representative. The types of identity documents and the data they contain again differ from country to country. Problems regarding this can be avoided if the representative has the photocopy of their identity document certified by the notary public who must identify the representative in order to be able to certify their signature. The notary public needs a personal identity document for identification.

As is the case for Slovenian entities, foreign entities must also have valid documentation (appropriate date) that has been officially issued or certified (e.g. extract from the court register), while foreign public documents must also be equipped with an apostille, as mentioned above. Apostilles are required for each certification by a foreign notary public, i.e. on each certified document.

INTERNATIONAL ORGANIZATIONS

International organizations can obtain digital certificates from Slovenian Certificate Authorities, though there are some particularities that need to be taken into account.

The Electronic Commerce and Electronic Signature Act stipulates that the condition for a digital certificate is the personal identification of the certificate applicant or future holder, which is usually taken care of by the Registration Authority of the CA using an identity document with a photo. Of course, it is possible to obtain a certificate without being present in person, but this involves a notary public who needs to certify the signatures on the application and the framework order form in lieu of the identification by the Registration Authority.

The legal representative of an international organization can therefore complete the framework order form in their country of residence and then have their signature certified by a notary public or equivalent body (depending on the country) that will also carry out the personal identification of the representative.

When certifying documents in other countries, it must be ensured that the notary public or other body in this country is formally competent to perform such services, since the documents may otherwise not be valid in other countries. To use such documents in international legal transactions, they will need to be further legalised. The Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents makes this process much easier for the signatory states. Documents certified in other countries must be equipped with an additional certification, the so-called apostille, which verifies the notary public’s certification and ensures that it is legally valid in the countries that are signatories to the Convention. From which body the apostille can be obtained depends on the country, but information about this must be public in each signatory state.

In principle, before a digital certificate for a legal entity can be issued, there are some other documents that need to be obtained from the relevant legal entity demonstrating their status, representation and other data that might be important for doing business in Slovenia.

In the case of an international organization whose status is defined by a law that also ratifies its founding charter, its status does not have to be proven using any special documents or extracts since it is defined by law.

It is necessary, however, to present the document awarding the power of representation to the organizations legal representative indicated on the application and the framework order form. These documents can be in many forms, in some cases it is the organizations founding charter, but more often it is a written decision from the organizations competent authority awarding such status to a certain individual.

Such a decision can be relevant even when replacing or changing the legal representative of the organization. The required documentation includes a photocopy of the personal identity document of the organizations representative. The types of identity documents and the data they contain again differ from country to country. Problems regarding this can be avoided if the representative has the photocopy of their identity document certified by the notary public who must identify the representative in order to be able to certify their signature.

More information is available at this link (in slovenian). 





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