Apostille for a Board Resolution Issued in Australia

A board resolution is a company's own internal record. No government body issues it and no public official signs it, so DFAT cannot apostille it as it stands. It must be notarised first. But what the notary is asked to certify on a resolution is quite different from a certified copy of a birth certificate — and that difference is what foreign banks and registries are really paying for.

What the foreign reader actually wants to know

A foreign bank, registry or counterparty reading an Australian board resolution is asking three questions:

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

An apostille answers none of these on its own. It confirms only that the notary's signature and seal are genuine. The answers have to come from the notarial certificate underneath it — which is why the notary's work on a resolution is more involved than on most documents.

What the notary checks

Before certifying, a notary will usually want to verify:

• The company's existence and details, from a current search of the ASIC register
• The signatory's office, by checking the ASIC record of directors and secretaries against the person in front of them and their identification
• The company's rules for making decisions — its constitution if it has one, or the replaceable rules in the Corporations Act if it does not
• How the resolution was made — at a meeting, or as a written resolution signed by all directors, and whether that method is permitted by the company's rules

The notarial certificate can then state what the notary has verified: that the company is registered, that the signatory holds the stated office, and that the resolution was signed in their presence. Some notaries will go further and certify that the resolution was duly passed; others will certify only what they witnessed. Ask what the notary is prepared to state, and match it to what the receiving body has asked for.

Bring the evidence, not just the resolution

Expect to bring:

• the signed resolution, or the unsigned resolution to be signed in front of the notary
• the company's constitution, if it has one
• the minutes of the meeting, if the resolution was passed at one
• identification for each signatory

A resolution certified as an "extract" — a single resolution taken from longer minutes — is common and acceptable, but the notary will usually want to see the full minutes to confirm the extract is accurate.

The common seal question

Foreign officials, particularly in civil law countries, sometimes expect every corporate document to bear a company seal. Australian companies are not required to have one. Under section 127 of the Corporations Act, a company can execute documents through the signatures of two directors, a director and a secretary, or a sole director who is also the sole secretary.

When a resolution goes to a jurisdiction that expects a seal, a notarial certificate that explains how the company executes documents under Australian law avoids a rejection that has nothing to do with the document's validity. Raise it with the notary if the destination is likely to ask.

Why a resolution goes overseas

• Opening a bank account for an Australian company in another country
• Establishing a subsidiary or branch abroad, where the foreign registry needs proof the parent authorised it
• Appointing a local representative or attorney in another country
• Signing a contract or tender where the counterparty needs proof the signatory is authorised

A resolution rarely travels alone. It usually goes with a company extract, a power of attorney, or the company's registration certificate. Each is normally a separate document requiring its own notarial act and apostille, unless a notary binds them into a single instrument. Ask before the appointment; for a full corporate set it changes the cost considerably.

Destination wording and translation

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. Where a translation is needed, confirm whether it is authenticated with the resolution or prepared after the apostille in the destination country.

Recency

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

Hague or not

If the destination is an Apostille Convention member, the apostille completes the Australian process. If not, DFAT authenticates the notary's signature and the destination's embassy or consulate legalises it — and some embassies have specific rules for corporate documents. Check the HCCH status table on the day, since membership changes.

Frequently asked questions

Can our company secretary certify the resolution instead? A secretary's certification is useful, and often the notary will witness it. But DFAT holds no specimen for a company secretary, so it cannot be apostilled without a notary.

Does the apostille prove the resolution was validly passed? No. It proves the notary's signature is genuine. Anything about validity comes from the notarial certificate.

Our constitution is old and nobody can find it. Is that a problem? It can be. The notary may need it to confirm how the company makes decisions. ASIC may hold a copy if one was lodged.