Apostille for a Board Resolution Issued in Australia

A board resolution is generally a private company record, not an original Australian public document. To legalise it, DFAT requires prior notarisation. The certificate may record company, officer and signing checks supported by the evidence. DFAT then apostilles the notary's signature or seal; it does not validate the resolution's contents.

Key takeaways: what matters for a board resolution?

• The Department of Foreign Affairs and Trade (DFAT) legalises private company documents only after an Australian notary has dealt with them. A company secretary's certificate alone is not enough.
• The apostille confirms the notary's signature and seal. Anything about the company, the signatory or the resolution comes from the notarial certificate.
• Bring the evidence, not just the resolution: the constitution if there is one, minutes if it was passed at a meeting, and ID for each signatory.
• Government-issued company records, such as an ASIC extract, may go to DFAT directly. Ask DFAT for your document.
• Foreign banks often want a recent resolution and a recent company extract. Ask for the limit before starting.

What does the foreign reader want to know?

A foreign bank, registry or counterparty reading an Australian board resolution is really asking three questions. The apostille answers none of them on its own.

1. Does this company exist?
2. Is the person who signed really a director or secretary of it?
3. Was the resolution properly made, so that it binds the company?

An apostille is a certificate DFAT attaches to an Australian public document, confirming the signature and seal on it, so that countries in the Hague Apostille Convention accept it without further legalisation. On a resolution, the signature it confirms is the notary's. The answers to the three questions have to come from the notarial certificate underneath, which is why a notary's work on a resolution is more involved than a simple certified copy.

What may the notary need to check?

The scope depends on the certificate requested and the evidence available. A notary may need to verify:

• The company's existence and details, from a current search of the ASIC register;
• The signatory's office, by comparing the ASIC record of directors and secretaries with the person present and their identification;
• The company's rules for making decisions: its constitution if it has one, or the replaceable rules under Australian company law if it does not;
• How the resolution was made: at a meeting, or as a written resolution signed by all the directors, and whether the company's rules permit that method.

The certificate should state only what the notary actually witnessed or verified. That may include current registration, the signatory's recorded office and signing in the notary's presence. Whether it can say the resolution was duly passed depends on the evidence and the notary's professional judgment.

Match the proposed certificate to the receiving body's written request before the appointment. If it needs a legal opinion about validity under the constitution or Australian law, obtain that separately from the company's solicitor.

A notary also checks that each signatory understands what they are signing and is signing freely, and may decline if not satisfied. For the notarial side in more detail, see notarising a board resolution.

What should you bring besides the resolution?

Two of those items need more explanation.

Extracts from minutes. A resolution certified as an extract, a single resolution taken from longer minutes, is common and generally acceptable. The notary will usually want to see the full minutes to confirm the extract is accurate, even though only the extract goes overseas.

A missing constitution. If the company has a constitution but nobody can find it, the notary may not be able to confirm how the company makes decisions. ASIC may hold a copy if one was lodged; otherwise the company's solicitor or accountant may have it. Start looking before you book.

Does an Australian company need a common seal?

No. Section 123 of the Corporations Act 2001 says a company may have a common seal; it does not require one. Section 127 provides methods for a company to execute a document with or without a seal.

Execution under section 127 is not the same question as whether directors validly adopted a board resolution. The constitution, applicable replaceable rules and the way the decision was made remain relevant. If a foreign receiver expects a seal, ask whether it will accept a notarial explanation of the Australian position. Get legal advice where the company's method of approving or executing a document is uncertain.

Which company documents usually travel together?

A resolution usually goes overseas with other company documents. Each has its own route to DFAT.

Document	Who issues it	Route to DFAT
Board resolution or extract of minutes	The company	Notary first, then DFAT
ASIC company extract	ASIC	May go to DFAT directly as a government document; ask DFAT
Certificate of registration	ASIC	Original to DFAT, or a notarised copy
Power of attorney for a local representative	The company	Signed before a notary, then DFAT
Copy of the constitution	The company	Notarised copy, then DFAT

DFAT's list of documents it can legalise names government commercial documents, such as those from ASIC and the ATO, among the originals it accepts, and company documents among the private documents it accepts after notarisation. Each document normally needs its own apostille. If a notary binds several into a single instrument, ask DFAT how it will count the bundle before relying on that, because for a full corporate set it changes the cost considerably.

What is the process from wording to overseas use?

Why might a board resolution go overseas?

• Opening a bank account for an Australian company in another country.
• Establishing a subsidiary or branch abroad, where the foreign registry wants evidence the parent authorised it.
• Appointing a local representative or attorney, often alongside a company power of attorney. See power of attorney and legal declarations.
• Signing a contract or tender, where the counterparty wants evidence the signatory is authorised.

Whose wording and translation rules apply?

Foreign banks and registries often supply the exact wording they need, sometimes as a bilingual template. Use it. A resolution drafted in Australian style may not use terms the foreign reader recognises, and a registry that expects its own wording will not accept a translation of yours. If the template is in a language the directors do not read, tell the notary in advance, because the notary must be satisfied they understand what they are signing.

Where a translation is needed, confirm whether it should be authenticated with the resolution, in which case DFAT will accept a translation by a NAATI certified or recognised translator with their details on every page, or prepared after the apostille in the destination country. See document translation.

How recent must the resolution and ASIC extract be?

Resolutions are often subject to recency limits abroad, because a board's composition changes. Foreign banks in particular often want the resolution, and the company extract supporting it, to be recently dated. Ask for the limit before starting, and time the ASIC search close to the notary appointment. If the board changes between the resolution and the appointment, tell the notary.

Does the destination require an apostille or authentication?

If the destination is a member of the Apostille Convention, the apostille completes the Australian process. If not, DFAT issues an authentication certificate for the notary's signature and the destination's embassy or consulate then legalises it, sometimes with its own requirements for corporate documents. Membership changes, so check the HCCH status table on the day. Asking DFAT for the wrong certificate means lodging again; see what happens with the wrong certificate type.

Which mistakes cost the most time?

• Signing the resolution before the appointment when the foreign bank wanted the signing witnessed.
• Drafting the resolution in Australian style when the bank had supplied its own template.
• Arriving without the constitution or the full minutes the extract was taken from.
• Running the ASIC search weeks early, so the extract is outside the bank's recency limit.
• Assuming one apostille covers the resolution, the extract and the power of attorney together.
• Asking DFAT for an apostille for a country outside the Convention.

Most of these are avoided by one step: getting the receiving body's written list of documents, wording and recency limits before anyone signs or anything is searched.

What does the process look like in practice?

A Perth mining services company is opening a bank account for a new subsidiary in Chile. The Chilean bank sends a bilingual template resolution naming two authorised signatories, and asks for it apostilled with a recent company extract. The company's two directors sign the template before a notary, who has run a current ASIC search, checked both directors against it and against their passports, and reviewed the constitution. The certificate states what was verified and explains that the company has no seal. DFAT apostilles it, and the ASIC extract is lodged with DFAT separately.

What is the short answer?

A board resolution is generally a private company record, so DFAT requires prior notarisation. The certificate states what the notary witnessed or verified; the apostille verifies the notarial signature or seal. Bring the constitution, minutes and identification, use the receiver's wording, and confirm its recency limit. More on the service is at document notarisation.

How much does the process cost?

The quote depends on the requested notarial certificate and the evidence that must be reviewed. Other components can include company searches, the number of signers or copies, travel, waiting time, DFAT legalisation and delivery. Separate embassy or translation work may apply for some destinations.

Send the full resolution, supporting company records and the receiving body's written instructions before requesting a quote. This allows the notary to identify the work and helps avoid paying for the wrong certificate or an unnecessary legalisation step.

Related questions

• How do I notarise a board resolution?
• Can a notary certify a copy of a resolution?
• How do I apostille a certificate of registration?
• Which documents can DFAT apostille?
• Does the destination accept an apostille?

Sending company documents overseas? Send the resolution, destination country and receiving authority, requested certificate wording, signer location, number of signers or copies, and deadline. Include the foreign bank's checklist before you book.