Certified True Copy of a Board Resolution: What a Notary Can Issue

When a foreign bank, registry or counterparty asks for "a certified copy of the board resolution", they are rarely worried about photocopying. What they want to know is whether the company actually decided what the resolution says, and whether the person signing on the company's behalf is entitled to.

A notarial certificate of true copy answers neither question. It confirms that a copy matches a piece of paper. That gap — between what is asked for and what a copy certificate can prove — is the thing to understand before booking.

Where a board resolution actually lives

Unlike a birth certificate or a degree, a board resolution is not usually a standalone document issued by anyone. It exists as:

• An entry in the minutes of a directors' meeting, signed by the chair
• A circulating resolution signed by the directors without a meeting
• A written resolution of a sole director, recorded and signed

Increasingly these are signed electronically. The original, in each case, is the company's own record. There is no external issuer to vouch for it.

This is why foreign recipients are cautious. Anyone can type "the board resolved that…" on letterhead. Their real question is: who is telling us this, and how do we know they can?

Three documents, three different things

1. A notarial certificate of true copy. The notary sights the signed minutes or resolution and certifies that the copy is true and complete. Useful, but it says nothing about whether the meeting was properly held, whether a quorum was present, or whether the signatures are genuine.

2. A certified extract signed by a director or company secretary, with the signature notarised. A company officer certifies that the extract is a true extract of the company's minutes and that the resolution was duly passed and remains in force. The officer signs in front of the notary, who confirms the signatory's identity. This puts a named officer on record as standing behind the resolution — usually what the recipient wants.

3. A notarial certificate as to the company. Some notaries will go further: having searched the public company register and examined the company's constitution or governing rules, they certify matters such as the company's existence, its current directors, and the authority of the signatory. How far a notary is prepared to certify these matters depends on the notary and on what they can verify.

Many recipients want two or three of these together. Ask the recipient for their exact wording, and give it to the notary before the appointment.

Before the appointment

• Get the resolution right first. Foreign recipients often need specific language — naming the person authorised, the exact powers, the country, the transaction. A notary does not draft the resolution or advise on whether it was validly passed. That is for the company's lawyer or secretary.
• Bring the original signed minutes or resolution. For an electronically signed resolution, the notary will need to see the signed record and will word the certificate to describe what was sighted.
• Bring evidence of the signatory's position. A current extract from the company register showing officeholders avoids the notary having to rely on the signatory's word.
• Bring the constitution, if the company has one. If the company relies on the default internal governance rules instead, say so — foreign recipients sometimes ask for "articles of association" and are confused when there is no such document.
• The officer who will sign the extract must attend with photo identification.

What the notary will not confirm

Whatever documents are prepared, the notary is not confirming that the business decision was wise, lawful, or within the company's commercial interests, and does not verify matters beyond what they have been shown and can check. A notarial certificate that describes precisely what was sighted and checked is far more useful abroad than one that overstates.

Overseas use

• Justice of the Peace: fine for Australian purposes. Not accepted overseas, and cannot be apostilled.
• Hague Apostille Convention countries: DFAT issues an apostille on the notarial certificate. Only DFAT issues apostilles.
• Non-member countries: DFAT authentication, then embassy or consulate legalisation. Some embassies have their own formatting requirements for corporate documents; check before the notary prepares anything.
• Translation: a certified translation is normally bound in. Company names should appear exactly as registered — do not let a translator render them into the target language.

Frequently asked questions

Can the company secretary just certify a copy instead of a notary? Domestically, often yes. Overseas, a secretary's certificate carries weight only once their signature is notarised and authenticated.

The resolution was passed by email and nobody signed anything. Then there may not be an original a notary can sight. The company's lawyer should advise on formalising it — typically a signed minute recording the decision.

Do all directors need to attend? Usually not. One authorised officer certifying the extract is common. Check what the recipient wants.

Can one appointment cover the resolution, a power of attorney and the company extract? Yes, and it should. Corporate bundles are usually authenticated together.