Certified Copy of a Company Incorporation Document in Australia

A certified copy of a company's certificate of registration can be made by a director, accountant, JP or other accepted person for most Australian recipients. For overseas recipients it must be a notary. Either way, the certificate alone rarely answers the question: it shows the company was registered, not that it still exists or who runs it now.

Key takeaways

• The Australian equivalent of a "certificate of incorporation" is the certificate of registration issued by ASIC. It is a historical document and never changes.
• What recipients usually want is current information: a recent company extract showing status and officeholders, and sometimes the constitution.
• Many Australian recipients search the ASIC register themselves, so a certified copy may not be needed at all.
• A copy certified by a Justice of the Peace or a director is not accepted overseas and cannot be apostilled.
• Most ASIC documents now arrive as PDFs. A certified copy of a printout needs careful wording, and for overseas use a notary may work from the register instead.

Which document do you actually need?

"Company incorporation documents" means different things to different recipients. In Australia, the company register is kept by the Australian Securities and Investments Commission (ASIC), and three documents cover most requests.

The certificate of registration shows the company's name, Australian Company Number (ACN), type and date of registration. It does not change after it is issued, so it does not show a later change of name, new directors, or that the company has since been deregistered.

A company extract is a search of the ASIC register that shows the company's current details: status, registered office, principal place of business, directors and secretary, and, for proprietary companies, share structure. A historical extract also shows past changes, including earlier names. It is dated the day it is produced.

The constitution is the company's internal rulebook, if it adopted one. Many proprietary companies rely instead on the default replaceable rules and have no constitution. Foreign checklists often ask for "articles of association" or "memorandum and articles"; in Australia, those map to the constitution, or to nothing at all.

So before anyone certifies anything, find out what the recipient wants to know. If the answer is "that the company exists and who can act for it", a certified copy of an old registration certificate does not tell them.

Copies for Australian recipients

For domestic use, a certified copy is often unnecessary. Australian banks, landlords, government agencies and professional advisers can search the ASIC register themselves and commonly do. Some will simply ask for the ACN.

Where a recipient does want a certified copy, the rules are its own. Common choices are a copy certified by a director or company secretary, by the company's accountant or solicitor, or by a Justice of the Peace or another person on the recipient's list. A JP is a free volunteer witness for Australian purposes. There is no single national rule on who may certify copies for every purpose, so follow the recipient's instructions exactly.

ASIC can also supply copies of documents lodged with it. If a recipient wants assurance that a document came from the register, a copy obtained from ASIC may satisfy it better than any certification. Ask ASIC what it offers for the document you need.

Copies for overseas recipients

A foreign bank, registry or court cannot check an Australian director, accountant or JP, and a JP copy cannot be apostilled. What it can rely on is an Australian notary public, usually an experienced solicitor appointed under state or territory arrangements, whose signature and seal the Department of Foreign Affairs and Trade (DFAT) holds.

A notary sights the original and certifies a copy of it, and DFAT then issues an apostille on the notary's certificate for countries in the Hague Apostille Convention. For other countries, DFAT issues an authentication certificate and the destination's embassy or consulate legalises it. Check the destination on the HCCH status table on the day.

DFAT's page on documents it can legalise lists ASIC documents among the government commercial documents it can deal with. It also says scans are never electronic documents for its purposes, so a printout of a downloaded PDF is not something DFAT can apostille directly. The DFAT side, including when an ASIC document can go straight to DFAT, is covered in apostille for company incorporation documents.

The original-document problem

Whoever certifies a copy must sight the original. For company documents, that is less simple than it sounds.

• Certificates of registration were once paper documents, but many are now issued electronically. A notary asked to certify a PDF printout will describe exactly what was sighted, or may prefer to work from the register itself.
• Company extracts are produced on demand. A notary can obtain or view one directly, which removes the question of which copy is the original.
• The constitution is the company's own document. The adopted version kept in the company's records is the original, and any later amendments need to be with it.

A photocopy from the company file, or a copy certified earlier by a JP, cannot be the starting point for a notarised copy. Certified copies of online documents explains the general rule.

Where a foreign recipient wants something broader, such as a document confirming the company is in good standing, a certified copy is often the wrong instrument. Australia does not generally issue a document by that name, and a notary can instead prepare a certificate stating what the register showed on the day. That is a different notarial act from certifying a copy; see notarising company incorporation documents.

Recency: why the date matters

A certified copy of a certificate of registration never goes stale, because the certificate itself never changes. A company extract does, because it is evidence of current status. Foreign banks and registries commonly set a limit on how old an extract can be when they receive it, and the limit varies.

The practical rule is to order the extract close to the notary appointment, and to ask the recipient how it measures age. If your company has changed its name, a historical extract showing the change usually answers the question of why the old certificate shows a different name.

What a certified copy does not confirm

Whoever certifies the copy, the certificate is narrow. It confirms that the copy matches the original the certifier sighted, and nothing more. It does not confirm that the company is solvent, trading, up to date with its lodgements or creditworthy, and it does not confirm that the people named as directors still hold office unless the document itself is current. A notary who certifies a copy of an extract is certifying the extract, not auditing the company. Foreign recipients sometimes assume a notarised document carries wider assurance than it does, so a certificate that states precisely what was sighted, and on what date, is more useful abroad than one that implies more.

Situations compared

Recipient	What to give it	Who certifies
Australian bank or agency	Often just the ACN; it searches ASIC	Nobody, usually
Australian body wanting a certified copy	Registration certificate, current extract	Director, accountant, solicitor or JP, as it allows
Foreign bank opening an account	Current extract, registration certificate, constitution	Notary, then DFAT
Foreign registry setting up a branch	The same, often with a board resolution and translation	Notary, then DFAT, sometimes an embassy
Recipient asking for "good standing"	A notarial certificate based on a current search	Notary

Preparing a set for overseas use

1. Get the recipient's list and translate its terms into Australian documents: registration certificate, extract, constitution.
2. Order a current extract close to the appointment, and a historical one if the name or officers have changed.
3. Find the constitution, with any amendments, or confirm the company has none so the notary can say so.
4. A notary certifies the copies, describing exactly what was sighted, including for any PDF.
5. DFAT apostilles or authenticates the notarial certificates, and an embassy legalises them where required.

If the set also includes a board resolution, prepare it at the same time so names and dates match; see certified copies of a board resolution. For translation, keep the company name exactly as registered; a translator should not render "Pty Ltd" into a local form that suggests a different kind of company. See NAATI translation with a notary and document notarisation.

Here is an illustration, not a real case

A Sydney software company is opening a subsidiary in Spain. The Spanish adviser asks for "a certified copy of the certificate of incorporation, articles of association and certificate of good standing". The company registered twelve years ago under a different name and has no constitution. Its accountant points out that the registration certificate shows the old name and says nothing about today. The company orders a current and a historical extract; a notary certifies copies of the registration certificate and extracts, and states in a certificate that the company relies on the replaceable rules. DFAT apostilles each notarial certificate. The Spanish adviser accepts the set once it understands why there are no articles.

In short

For Australian recipients, a certified copy of the registration certificate is often unnecessary, and where one is wanted a director, accountant, solicitor or JP can usually certify it. For overseas recipients, a notary certifies the copies and DFAT confirms the notary. Either way, give the recipient current information, not just the historical certificate. For the overseas steps, see apostille and authentication.

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