Board Meetings Held Overseas: Minutes and Resolutions to Certify

Where a board meets does not usually change how its minutes are certified. An Australian company's minutes are its own records, and when a foreign bank or registry wants proof of a decision, an officer certifies an extract, often signed before a notary and then apostilled. A foreign subsidiary's board follows its own country's law and notaries.

Key takeaways

• First ask whose board it is: an Australian company's, or a foreign subsidiary's. The answer decides which law and which notary apply.
• An Australian company's minutes follow Australian law wherever the directors met, and the minute book stays with the company.
• Foreign bodies usually want a certified extract or secretary's certificate, not the whole minutes.
• An Australian notary attests the officer's signature and compares the extract with the original. The notary did not attend the meeting and cannot vouch that it was valid.
• Some civil-law countries expect a local notary to formalise a subsidiary's minutes there. Ask a lawyer in that country.
• For use abroad, DFAT then adds an apostille or authentication; check the HCCH status table on the day.

Whose board is it?

"The board met overseas" covers two different situations, and they are handled differently.

An Australian company's board meets abroad. The directors of an Australian company hold a meeting while they are in Singapore for a trade visit, or at the offices of a foreign subsidiary. The meeting is still a meeting of an Australian company, governed by the Corporations Act and the company's constitution. Its minutes are kept in the company's minute book in the usual way, and nothing about the location usually changes how they are certified.

A foreign subsidiary's board meets. The board of a company incorporated in another country meets, often with Australian directors attending in person or by video. That company's minutes are governed by its own country's law, which may require particular formalities: a set format, a local language, signatures by all directors, or registration of certain resolutions. Some countries expect minutes of some decisions to be formalised by a local notary. That is a question for a lawyer in that country, and the work is usually done there, not in Australia.

How are an Australian company's minutes certified for use abroad?

A foreign bank, registry or counterparty rarely wants the whole minutes of a meeting. It wants proof of one decision: that the board approved opening an account, appointed a signatory, authorised a contract or agreed to set up a branch. The usual document is one of these:

• A certified extract of minutes. The relevant resolution, copied word for word from the signed minutes, with a certificate by the chair, a director or the company secretary that it is a true extract and that the resolution has not been revoked.
• A secretary's or director's certificate. A statement by an officer that the board passed a resolution in stated terms at a meeting on a stated date, often with the company's details and the names of its officers.
• A circular resolution. Where the decision was made without a meeting, by the directors signing a written resolution, as the constitution allows. Our guide to notarising a board resolution covers this form.

For use overseas, the officer who gives the certificate signs it before a notary. The notary checks the officer's photo identification and their authority, usually from a current ASIC extract, and compares the extract with the original signed minutes or minute book. The notary then attaches a notarial certificate recording what was done.

What can the notary actually confirm?

This is the point foreign recipients most often misunderstand. The notary was not at the meeting. An Australian notary can confirm who signed the certificate, that the signer holds the office claimed on the company's records, and that the extract matches the signed original produced to them. The notary cannot confirm that the meeting was properly called, that a quorum was present, that the directors had no conflict, or that the decision is valid under the constitution or the law. Those are matters for the company and its lawyers, and the officer's certificate is where the company states them.

Statement in the file	Who stands behind it	Notes
The board passed this resolution on this date	The certifying officer	Stated in the officer's certificate
The meeting was properly held and quorate	The certifying officer	A lawyer's opinion, if a recipient wants more
The extract matches the signed minutes	The notary, from the original	Not from a scan or an earlier copy
The signer holds office and may certify	The notary, from company records	Usually a current ASIC extract
The notary's signature and seal are genuine	DFAT, by apostille or authentication	DFAT does not check the contents

Does it matter that the directors met overseas?

For an Australian company, usually not for certification. Australian law lets directors meet wherever the constitution allows, including using technology, and the minutes are recorded and signed by the chair within the time the law sets, in the company's minute book. Australian law now also allows minutes to be signed and kept electronically. Where the directors were physically abroad, two practical questions arise.

The first is who will certify the extract. It is usually easiest for an officer in Australia to sign the certificate before a notary here, once the signed minutes are back in the minute book. If the only available officer is still overseas, they can sign before a notary in that country, with the minutes or a copy of them, or at an Australian embassy or consulate. Our guide to Australian embassy notarial services explains what consular officials do.

The second is whether the foreign body wanted something done at the meeting itself. Some recipients, particularly in civil-law countries, ask for a document signed by the directors present, notarised on the day. If the meeting is in that country, a local notary can do this. Ask the recipient before the meeting, not after.

What about a foreign subsidiary's minutes?

A foreign subsidiary's minutes are governed by the law of its own country. Local requirements can include minutes in the local language, signatures by every director present, registration of certain resolutions with the local registry, or formalisation by a local notary. Australian directors who attend by video may be asked to sign the minutes afterwards, sometimes before a notary in Australia. In that case, the Australian notary attests the director's signature on a document drafted under foreign law, and does not advise on whether the minutes satisfy that law. Our guide to registering a foreign subsidiary covers the set-up documents, and notarising a foreign-language document explains how a notary handles a document not in English.

Does the extract need an apostille?

If the receiving body asks for one, yes. The notarised certificate goes to DFAT, which issues an apostille for a country that is a party to the Hague Apostille Convention, or an authentication certificate for embassy legalisation if the country is not. DFAT's page on documents it can legalise lists company documents among the private documents it accepts once notarised. Check the HCCH status table on the day. A copy of minutes certified by a Justice of the Peace is for Australian use and cannot be apostilled. Our guide to apostilles for board resolutions explains the DFAT step.

How do you prepare a certified extract, step by step?

1. Ask the recipient what it wants. A certified extract, an officer's certificate, full minutes, or its own form, and whether it must be notarised and apostilled.
2. Finalise the signed minutes. Make sure the chair has signed them and they are in the minute book.
3. Draft the extract or certificate. Copy the resolution word for word, and state the meeting date and that it has not been revoked.
4. Choose the certifying officer. Ideally one in Australia, named on the ASIC extract.
5. Sign before a notary. With the original minutes, photo identification and a current ASIC extract.
6. Send to DFAT. For an apostille or authentication, and then the embassy if needed.
7. Translate if the recipient asks. In the order the recipient expects.

Common mistakes to avoid

The most common mistake is bringing a scan of the minutes to the notary; the notary needs the signed original to compare. The second is an extract that paraphrases the resolution, when the recipient wanted it word for word. The third is asking the notary to certify that the meeting was valid, which only the company can state. The fourth is discovering after an overseas meeting that the recipient wanted the directors present to sign before a local notary on the day. Our guide to certified copies of board resolutions covers the simpler case of a resolution already signed.

Here is an illustration, not a real case.

The board of a Perth mining services company meets in Jakarta during a site visit and resolves to open a bank account for its Indonesian subsidiary. The chair signs the minutes back in Perth. The bank asks for a certified extract, notarised and apostilled. The company secretary prepares an extract quoting the resolution word for word, signs it before a notary with the signed minute book and a current ASIC extract, and DFAT issues an apostille. The subsidiary's own board resolution is handled by its lawyers in Jakarta.

In short

A board meeting held overseas does not usually change how an Australian company's minutes are certified. Foreign recipients want a certified extract or officer's certificate, signed before a notary who compares it with the original minutes, and then an apostille or authentication from DFAT. The notary confirms who signed and on what authority, not that the meeting was valid. A foreign subsidiary's minutes follow its own country's law and notaries. Our document notarisation page explains how company documents are notarised.

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Asked for certified minutes or a resolution for use overseas? Send us the recipient's request, and we will explain each step before you book.