Certified Copy of a Board Resolution in Australia

A certified copy of a board resolution can be certified by a director or company secretary when it stays in Australia, and many Australian banks and advisers accept that. When it goes overseas, the recipient usually wants an officer's certified extract signed before a notary, or a notary's own certificate, then an apostille or authentication from DFAT.

Key takeaways

• A board resolution is the company's own record. No registry or government body issued it, so there is no outside signature to rely on.
• A copy certificate proves only that a copy matches the signed original. It says nothing about whether the resolution was validly passed.
• What most foreign recipients actually want is a certified extract: a director or secretary certifying that the resolution was passed and is still in force, with that officer's signature notarised.
• A Justice of the Peace can certify a copy for some Australian uses, but a JP copy is not accepted overseas and DFAT will not apostille it.
• Ask the recipient for its exact wording before anyone signs. Most delays come from the wrong kind of certificate, not a bad copy.

Where a board resolution comes from

A board resolution is a formal decision of a company's directors. In an Australian company it usually exists in one of three forms: an entry in the minutes of a directors' meeting, signed by the chair; a circulating resolution signed by the directors without a meeting; or a written resolution recorded and signed by a sole director. More and more of them are signed electronically.

In each case the original is the company's own record, kept in its minute book or document system. Unlike a birth certificate or an ASIC extract, nobody outside the company issued it. Anyone can type "the board resolved that" on letterhead, which is why a recipient asking for "a certified copy" is really asking a second question: who is standing behind this, and how do we know they can?

The answer depends on who the recipient is. An Australian bank that already knows the company and its directors needs very little. A foreign land registry or bank that has never heard of the company needs a chain of signatures it can check.

Three kinds of certification

People use "certified copy" for three quite different documents. Knowing which one the recipient means is most of the work.

A true copy certificate. Someone compares a photocopy with the signed original and certifies that the copy is true and complete. It is useful evidence that the document exists in that form. It does not say the meeting was properly called, that a quorum was present, or that the signatures are genuine.

An officer's certified extract. A director or company secretary certifies, over their own signature, that the attached text is a true extract of the company's minutes or resolutions, that the resolution was duly passed and that it has not been varied or revoked. This puts a named officer on record as standing behind the decision, which is usually what the recipient wants.

A notarial certificate. A notary public adds their own verification: for example that they searched the company on the public register, confirmed the signatory is recorded as a director or secretary, and witnessed the officer sign. How far a notary will certify matters about the company depends on what they can check, and a careful notary describes exactly what was sighted rather than overstating.

Copies for use in Australia

For domestic use, a notary is often unnecessary. Australian banks, lenders, share registries and professional advisers routinely accept a copy of a resolution certified as a true copy by a director or the company secretary, sometimes with a second officer's signature, because they can check the officers against the ASIC register themselves. Some ask for their own form of director's certificate instead.

Occasionally an Australian body wants an independent certifier. A Justice of the Peace, or another person the recipient lists, can certify a copy as matching the original they sighted. That is enough for many domestic purposes and costs nothing. Check the recipient's instructions: if it names who may certify, follow the list exactly.

The one thing a JP copy cannot do is travel. It is not accepted overseas, and DFAT will not apostille or authenticate it. If there is any chance the resolution will end up abroad, do not spend time on a JP copy first. See what a notary's certified true copy is for the difference in weight.

Copies for use overseas

A foreign recipient cannot look up an Australian director on a register it does not use, and it cannot check a JP. What it can rely on is an Australian notary public, usually an experienced solicitor appointed under state or territory arrangements, whose signature and seal DFAT holds and can confirm.

The usual package for overseas use has three layers:

1. The resolution or extract, certified by a director or secretary as duly passed and still in force.
2. A notarial certificate recording that the officer signed before the notary, that their identity was checked, and anything else the notary verified, such as the company's registration and the officer's position on the register.
3. DFAT's certificate. An apostille for countries in the Hague Apostille Convention, which confirms the notary's signature and seal. For countries outside the Convention, an authentication certificate, then legalisation by that country's embassy or consulate. Check membership on the HCCH status table on the day.

DFAT's page on documents it can legalise treats company documents prepared by the company itself as private documents that must be notarised first. An ASIC extract is different: it is a government commercial document and may be able to go to DFAT directly. The DFAT side of a resolution, including the company seal question, is covered in apostille for a board resolution, and the notary appointment itself in notarising a board resolution.

What to bring to a notary

• The signed original of the minutes or resolution. For an extract, the notary will usually want to see the full minutes it comes from, even though only the extract travels.
• An electronically signed resolution: be ready to show the signed record in the system that holds it. The notary will word the certificate to describe what they actually saw.
• A current company extract showing directors and secretaries, so the notary is not relying on the signatory's word about their office.
• The constitution, if the company has one. If it relies on the replaceable rules instead, say so; foreign recipients sometimes ask for "articles of association" and are puzzled when there are none.
• The signing officer, in person, with photo identification.
• The recipient's wording, in writing, if it has specified any.

A notary does not draft the resolution or advise whether it was validly passed. If there is doubt about quorum, notice or the company's rules, that is for the company's lawyer before the appointment. Document notarisation describes what the notary does on the day.

Situations compared

Recipient	What usually satisfies it	Notary needed?
Australian bank or lender	Copy certified by a director or secretary, or the bank's own form	Usually not
Australian body naming independent certifiers	Copy certified by a JP or listed person	Usually not
Foreign bank opening an account	Officer's certified extract, notarised, with DFAT's certificate	Yes
Foreign registry or court	Notarised extract plus company documents, often translated	Yes
Non-Hague country	The same package, authenticated by DFAT and legalised by the embassy	Yes

Several copies, one appointment

Companies often need the same resolution in several places: a bank in one country, a registry in another, an auditor at home. Each overseas recipient generally keeps what it is sent, and each notarised copy or extract needs its own apostille or authentication from DFAT. Work out how many you need before the appointment, so the notary can prepare them together and the officer signs once. See getting multiple certified copies.

If the resolution goes with a power of attorney, a company extract and a constitution, prepare the bundle together too. Foreign recipients read them as a set, and names, dates and signatories should match across every document.

Translation

For a recipient that works in another language, a certified translation is usually bound with the notarised document or prepared separately and legalised on its own. Ask which the recipient wants. Keep the company's name exactly as registered; a translator should not render "Pty Ltd" into a local equivalent that suggests a different legal form. Where DFAT is to legalise the translation, it must be by a NAATI certified or recognised translator. See NAATI translation with a notary.

Here is an illustration, not a real case

A Melbourne company resolves to open a bank account in Singapore and to let its finance director sign for it. The company's Australian bank asks for a copy of the resolution certified by two directors, which two directors sign from the minute book. The Singapore bank asks for "a certified copy of the board resolution, notarised and apostilled". The company secretary prepares an extract certifying that the resolution was passed and remains in force, and signs it before a notary, who first checks the company and the secretary on the ASIC register. DFAT apostilles the notarial certificate. The two banks asked for "a certified copy" in the same words and meant quite different things.

In short

For Australian use, a director or secretary, or a JP where an outside certifier is wanted, can usually certify a copy of a board resolution without a notary. For overseas use, the recipient almost always wants an officer's certified extract signed before a notary, then an apostille or authentication from DFAT. Ask for the exact wording first. For the overseas steps, see apostille and authentication.

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Asked for a certified resolution by an overseas bank? Send us the wording they gave you, and we will explain each step before you book.