How to Notarise a Board Resolution in Australia

To notarise a board resolution, bring the signed resolution or minute book, the constitution and each signatory's passport to an Australian notary public. The notary can certify a copy, witness signatures, or certify facts they have checked, such as who the directors are. For use overseas, DFAT then adds an apostille or authentication.

Key takeaways

• A notary can do four different things with a board resolution. Know which one the foreign party wants before you book.
• A notarial certificate of facts, drawn from the ASIC register and the company's records, is usually what a foreign bank really needs, and is stronger than a certified photocopy.
• The notary does not draft the resolution and cannot confirm that the meeting was properly held. Those are questions for the company's lawyers.
• Name the authorised signatories in the resolution, say what they may do and whether they act jointly or severally. Foreign banks read it literally.
• A Justice of the Peace can certify a resolution for Australian use, but not for use overseas.

Why a board resolution gets notarised

Because 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 and 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 is about the notary's part: what the notary can certify, how to prepare the resolution, and what happens at the appointment. The DFAT side, including recency and the bundle of supporting documents, is covered in apostilles for a board resolution.

What can the notary do with a resolution?

• Certify a 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 of facts the notary has checked: most commonly that the company exists, who its directors and secretary are, and that the signatory holds the office claimed.

What a notary cannot do is confirm that the meeting was properly convened, that a quorum was present, or that the resolution complies with the constitution or the Corporations Act. A notary never certifies that a document's contents are true. Questions of corporate validity are for the company's solicitors.

Why a certificate of facts is worth having

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, and that the signatures are genuine. A certified copy of the resolution answers only the third of those, and weakly.

A notary can search the public company register kept 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, and it is what foreign banks usually want even when they ask for something else.

Foreign lawyers often ask for documents under names Australia does not use, such as a "certificate of incumbency" or a "certificate of good standing". ASIC issues extracts and a certificate of registration, but, as far as we know, nothing under those names; check with ASIC if in doubt. A notarial certificate of facts can cover the same ground, and foreign institutions generally accept it 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.

The foreign request says	What usually answers it in Australia
Certified copy of board resolution	A notarially certified copy, from the signed original or minute book
Certificate of incumbency	A notarial certificate of facts naming the directors and secretary
Certificate of good standing	A current ASIC extract, or a notarial certificate of facts drawn from the register
Certificate of incorporation	ASIC's certificate of registration, or a notarised copy of it
Specimen signatures of signatories	Signatures made before the notary, with identity checked

How should the resolution be drafted?

The notary does not draft the resolution and cannot fix a defective one. Before you book, work through these points with whoever prepares it.

• Match the names exactly. The company's name on the resolution must match the register character for character, including "Pty Ltd" and the 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.
• Say how it was passed. If the resolution was passed by circulating resolution rather than at a meeting, as is 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.
• 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 it gave you one. A resolution drafted to a foreign bank's template is accepted far more readily than an Australian-style minute. If it is in another language, arrange a translation beside it; see document translation.

Who has to attend?

Only those whose signatures are being witnessed, or who are swearing something. If the notary is certifying a copy of a resolution that has already been signed, and a certificate of facts from the records, only the person bringing the records needs to attend, usually the company secretary or a director. Every signatory whose signature is to be witnessed attends with photo identification, ideally a current passport, and brings the document unsigned.

A director who is overseas signs before a notary in their own country, and that notarial act is authenticated there. Confirm with the receiving institution that it will accept notarial certificates from two jurisdictions on one set of documents; many do, but ask first. See company and individual notarisation for how company signing differs from signing personally.

At the appointment

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

Tell the notary when you book that this is a corporate matter, what is in the bundle, and what the foreign party asked for, ideally by forwarding its email. A certificate of facts needs preparation before the appointment, and the notary may want to see draft wording in advance. For the service, see document notarisation.

After the notary: DFAT

The notarial certificates are Australian acts, so a foreign bank will generally want the notary's signature and seal confirmed by the Department of Foreign Affairs and Trade (DFAT). Company documents are private documents, so DFAT deals with them after a notary has; see DFAT's list of documents it can legalise. If the destination is a member of the Hague Apostille Convention, DFAT issues an apostille. If it is not, DFAT issues an authentication certificate and the destination's embassy or consulate in Australia then legalises it. Check membership on the HCCH status table on the day. A notary cannot issue an apostille.

Each document in a bundle is usually authenticated separately. Ask the foreign lawyer whether the bundle could instead be bound into a single notarial act, and ask DFAT how it will treat that bundle before relying on it. We do not quote fees or times; corporate work takes longer to prepare than a simple certified copy, so ask for a written quote against the actual document list.

Here is an illustration, not a real case

A Perth engineering company is opening a bank account for a new branch overseas. The foreign bank asks for a "certified board resolution, certificate of incumbency and specimen signatures". The company secretary forwards the email to the notary, who explains there is no Australian certificate of incumbency and proposes a notarial certificate of facts instead. The resolution is redrafted on the bank's template to name two signatories acting jointly. Both directors attend, sign in front of the notary, and the notary certifies the company's registration and officers from the ASIC register and minute book. DFAT apostilles the bundle.

In short

A notary can certify a copy of a board resolution, witness signatures on it, administer an oath, or certify facts about the company from the register and records. The last is usually what a foreign bank needs. Draft the resolution carefully, with exact names, named signatories and stated authority, and tell the notary what the foreign party asked for when you book. DFAT then adds an apostille or authentication. Questions about whether the resolution was validly passed go to the company's lawyers.

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Asked for a notarised board resolution? Send us the foreign party's request, and we will explain each step before you book.