Notarising Business Registration Documents

Registering a business in Australia, whether an ABN, a business name or a company with ASIC, does not need a notary. Notarising business registration documents matters when the registration crosses a border: an Australian company registering or proving itself overseas, or a foreign company registering here, whose documents are certified in its home country.

Key takeaways

• ABN, business name and ASIC company registrations are made online, with no notarised documents. Any page saying otherwise is selling you an appointment.
• An Australian company setting up abroad usually needs its registration documents notarised in Australia, then apostilled or authenticated by DFAT.
• A foreign company registering in Australia gets its documents certified in its home country, not by an Australian notary.
• For a company, the notary must check that it exists and that the signer has authority. That is extra work, so send the documents early.
• Some ASIC-issued documents may go to DFAT directly. Confirm with DFAT before paying a notary.

Registering a business in Australia: no notary needed

This is the most useful thing to know. Setting up a business inside Australia is an online process with Australian government bodies, and none of the usual steps asks for a notarised document:

• An ABN is applied for online through the Australian Business Register.
• A business name is registered online with ASIC.
• A company is registered with ASIC, directly or through an accountant, lawyer or registry agent. The constitution, consents and member details are kept by the company; they are not notarised for ASIC.
• A director ID is applied for through the government's online system, using your digital identity. Directors who cannot verify online use a paper process; check the current requirements for certified identity documents there rather than assuming a notary.

Trust deeds, shareholder agreements and partnership agreements are private documents. They are signed under Australian law, sometimes witnessed, and a solicitor or accountant deals with them. None of them needs a notary for use in Australia. If you are told you must pay a notary to "get your business registered", ask which authority requires it and to see that requirement in writing.

When business registration documents do need a notary

A notary becomes relevant when a document created in Australia must be relied on by a body overseas, which cannot check an ASIC record or an Australian director's signature for itself. The common situations:

1. Registering an Australian company's branch or subsidiary overseas. The foreign registry usually wants proof that the parent company exists, its constitution, and a board resolution approving the step, with the directors' signatures verified.
2. Opening a bank account abroad for an Australian company, where the bank's compliance team wants certified company documents and certified identity for directors and beneficial owners.
3. Tendering or contracting with a foreign government or company that asks for proof of registration and good standing.
4. Appointing an attorney or local agent overseas to act for the company, by a company power of attorney.
5. Registering intellectual property or a distribution arrangement abroad, where the foreign office wants the company's authority documented.

See documents for setting up a business overseas and registering a foreign subsidiary for more on each.

Which documents usually go overseas

Document	What the foreign body wants from it	Usual route
ASIC certificate of registration	Proof the company exists	May go to DFAT directly if ASIC-issued; otherwise a notarised copy
ASIC company extract	Current officers, address and status	An ASIC-issued certified extract may go to DFAT; a self-printed search usually needs a notary
Constitution	The company's internal rules and powers	Notarised copy
Board resolution	Approval of the overseas step, and who may sign	Signed before a notary, or a notarised copy
Company power of attorney	Authority for a local agent	Signed before a notary, then DFAT
Directors' identity documents	Who the officers are	Notarised copies, one set per recipient

DFAT's list of documents it can legalise includes originals issued by Australian government agencies, such as ASIC, and copies notarised by Australian notaries. It also says it accepts only a limited range of electronic documents, assessed on lodgement, and never scans. Whether a particular ASIC document can go straight to DFAT depends on its form, so confirm with DFAT before paying for a notarised copy.

What the notary checks for a company

A notary acting for a company has more to verify than for an individual. Beyond identifying the person in front of them, the notary must be satisfied that:

• the company exists and is registered, usually from a current ASIC search;
• the signer holds the office they claim, such as director or secretary;
• the signer has authority to sign this document for the company, usually from a board resolution and the constitution;
• the company is signing in the way its constitution and Australian company law allow, for example two directors, or a director and secretary.

Some foreign registries want the notary's certificate to recite all of that expressly, so that the certificate itself proves the company's existence and the signer's authority. Send the notary the foreign body's instructions, the ASIC search, the constitution and any resolution well before the appointment, so they can check them and prepare the right certificate. See company and individual notarisation compared.

How the chain works for an Australian company

1. Get the foreign registry's list of documents, in writing, including whether it wants originals, notarised copies, a translation, an apostille or embassy legalisation.
2. Order any ASIC-issued documents you need, and ask DFAT whether they can be legalised directly.
3. Pass the board resolution the foreign body needs, naming who may sign.
4. Attend the notary with the unsigned documents, the ASIC search, the constitution and photo ID for each signer.
5. Lodge with DFAT by registered post or at a Passport Office by appointment. DFAT issues an apostille for a Hague Convention country, or an authentication for a non-member.
6. Legalise at the embassy if the country is outside the Convention, then arrange any translation in the order the registry asked for.

Membership of the Convention changes, so check the HCCH status table on the day. An apostille certifies the notary's or ASIC's signature and seal, never the company's affairs. Our apostille and authentication page covers the DFAT step.

A foreign company registering in Australia

The reverse case is a company incorporated overseas that wants to register in Australia, for example as a registered foreign company with ASIC. Its documents, such as its certificate of incorporation and constitution, are issued by its home registry, and they are certified in its home country, not by an Australian notary. An Australian notary cannot vouch for a foreign registry's document, and DFAT does not authenticate foreign documents.

ASIC sets who may certify those copies and whether a translation is needed. Check its current guidance for registering a foreign company before anything is certified abroad. If a document is not in English, a translation by a NAATI-certified translator is the usual Australian standard. See certified copies from overseas.

Practical points that save a second round

Recent documents. Foreign registries and banks often want a company extract or good-standing evidence issued recently, and they set their own limit. Order ASIC documents close to the date you lodge overseas, not months ahead, and ask the registry what age it accepts.

One set per recipient. If the subsidiary registration, the bank account and a local tax registration each want certified company documents, each usually wants its own originals. Have all the sets prepared at one notary appointment and lodged with DFAT together, rather than returning for each.

Names must match. The company name on the resolution, the power of attorney and the foreign application must match the ASIC record exactly, including "Pty Ltd" or "Proprietary Limited". A mismatch is a common reason a foreign registry sends documents back.

Directors overseas. If a director who must sign lives abroad, they sign where they are, before a local notary, with that country's apostille or legalisation. An Australian notary cannot witness a signature made in another country. Plan for that early, because it runs in parallel with everything done here.

Translation order. Some registries want the translation made in Australia and legalised with the original; others want the apostilled original translated on arrival. Ask before paying for either, because doing it in the wrong order means doing it twice. Our document translation page explains the options.

Here is an illustration, not a real case

A Melbourne software company is opening a subsidiary in a Hague Convention country. The foreign registry asks for the parent's certificate of registration, constitution and a board resolution, all apostilled, with sworn translations made there. The company orders an ASIC-issued certificate, and DFAT confirms it can be apostilled directly. The constitution and resolution go to a notary, together with a current ASIC search, so the notary can confirm the two directors signing have authority. Both are apostilled by post. The translations are made on arrival, as the registry asked. One notary appointment, instead of three.

In short

Registering a business in Australia needs no notary. Business registration documents need notarising when they cross a border: an Australian company's constitution, resolutions and powers of attorney going overseas are notarised and then legalised by DFAT, while some ASIC-issued originals may go to DFAT directly. A foreign company registering here certifies its documents at home. Ask the foreign registry, and DFAT, before paying for any step. Our document notarisation page covers the notary's part.

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