How to Notarise a Board Resolution in Australia

A board resolution gets notarised when an Australian company has to prove to a foreign institution that it decided something, and that the person acting on the decision is authorised to act. Opening a bank account overseas, registering a subsidiary, appointing a local agent, signing a distribution agreement, suing in a foreign court, tendering for government work — all generate the same request.

The company secretary usually has a deadline from a foreign lawyer and a form of words they have never seen before. This page covers what the notary can actually certify and what the receiving institution is really checking.

What the notary certifies

An Australian notary public, dealing with a board resolution, will typically do one or more of the following:

• Certify a true copy of the resolution or of an extract from the minute book, having sighted the signed original.
• Witness the signature of a director or company secretary on the resolution, on a certificate of extract, or on the documents the resolution authorises.
• Administer an oath or affirmation where a director must swear to the company's position.
• Issue a notarial certificate recording facts the notary has independently verified — most commonly that the company exists, who its directors are, and that the signatory holds the office claimed.

That last item is the one worth paying for, and it is what foreign banks usually want even when they ask for something else. A notary can search the public company register maintained by ASIC, sight the constitution and the minute book, and certify from their own examination that the company is registered, that named individuals are its directors, and that the resolution appears in the records. That is a much stronger document than a certified photocopy.

What a notary cannot do is confirm that the meeting was properly convened, that quorum was met, or that the resolution complies with the constitution or the Corporations Act. Those are questions for the company's lawyers.

The foreign institution is checking authority, not the decision

Understanding what the far end is testing saves wasted effort. A foreign bank opening an account for an Australian company wants to be able to prove, later, that the company legally exists, that the people who signed were its officers at the time, that the company authorised them to operate the account, and that the signatures are genuine.

A certified copy of the resolution answers only the third of those, and weakly. That is why requests usually come as a bundle:

• The resolution itself
• A company extract or certificate of registration
• The constitution, or the relevant clauses
• Certified copies of directors' passports, sometimes with proof of address
• Sometimes a certificate of incumbency or of good standing

Australia does not issue documents under all of those names — there is no Australian "certificate of incumbency" as such. What a notary can do is issue a notarial certificate covering the same ground, drawn from the public register and the company's records, which foreign institutions generally accept once apostilled. If the request uses a term that does not exist here, say so to the foreign lawyer early rather than hunting for a document that was never going to turn up.

Prepare the resolution before you book

The notary does not draft the resolution and cannot fix a defective one.

• Match the names exactly. The company's name on the resolution must match the register character for character, including "Pty Ltd" and any ACN. A director's name must match their passport, not the informal version used in the office.
• State the authority explicitly. "Resolved that the company open an account with [bank]" is weaker than a resolution that also names the authorised signatories, states what they may do, and says whether they act jointly or severally. Foreign banks read this literally.
• Decide about the common seal. Many Australian companies no longer keep one, and none is required to. If the destination insists on a sealed document, resolve that with the foreign lawyer rather than improvising at the appointment.
• Use the destination's form if they gave you one. A resolution drafted to a foreign bank's template is accepted far more readily than an Australian-style minute.

If the resolution was passed by circulating resolution rather than at a meeting — common in small companies — say so in the document. Foreign institutions query a resolution with no meeting, and one that explains itself survives the query.

At the appointment

Thirty minutes to an hour for a full corporate bundle — longer than most notarial work, because there is more to examine.

1. Bring the company records: the signed resolution or minute book, the constitution, and any prior resolutions the foreign party asked for.
2. Every signatory attends with photo identification, ideally a current passport, where signatures are to be witnessed. Bring documents unsigned.
3. The notary examines the register before certifying anything about office or authority.
4. Certificates are prepared, sealed and bound to the documents so they cannot be separated without leaving evidence, and each act is recorded in the notary's register.

Tell the notary at the booking that this is a corporate matter and what is in the bundle. A notary who has to search the register cannot do it in a fifteen-minute slot.

Apostille and legalisation

The notarial certificates are Australian acts, so the notary's signature and seal generally need authenticating before a foreign bank relies on them.

If the destination is a member of the Hague Apostille Convention, the Department of Foreign Affairs and Trade issues an apostille and the bundle is then usable across all member states. If it is not a member, the documents go to DFAT for authentication and then to that country's embassy or consulate in Australia for legalisation, on that embassy's own terms.

A notary cannot issue an apostille. Only DFAT can.

Each document in a bundle is usually authenticated separately, so a ten-document corporate pack means ten apostilles, not one. Ask the foreign lawyer whether the bundle can instead be bound into a single notarial act, which a notary can often do and which materially reduces the cost.

Cost

Notarial fees are not fixed by statute in Australia and vary by state and practitioner. Corporate work is generally charged above the simple certified-copy rate because of the register searches and the drafting of certificates. As a market estimate only, individual acts often sit in the $80–$200 range each, with bundles quoted as a package. Ask for a written quote against the actual document list. Each apostille is a separate DFAT fee.

Frequently asked questions

Can a Justice of the Peace certify a board resolution? For a purpose inside Australia, often yes, and free. For overseas use, no. A JP cannot certify the facts a foreign bank needs, is not recognised abroad, and DFAT will not authenticate a JP's certification.

Do all the directors have to attend? Only those whose signatures are being witnessed. If the notary is certifying a copy of an already-signed resolution, only whoever brings the records need attend.

Our sole director is overseas. What now? They can sign before a notary in their own country, with that notarial act authenticated locally. Confirm with the receiving institution that it will accept two separate notarial certificates from two jurisdictions; most do.

Can a notary certify that our company is in good standing? A notary can certify what the public register and the company's records show, which is generally what the phrase is asked to cover. Australia does not issue a document called a certificate of good standing, so the notarial certificate is the substitute.

How long is the bundle valid? The notarial act does not expire, but foreign banks routinely refuse corporate documents more than three or six months old. Time the bundle to the transaction.