Certified True Copy of a Company Incorporation Document: What a Notary Can Issue

A company's certificate of registration is the obvious document to certify when a foreign bank, registry or counterparty asks for proof of incorporation. It is also, very often, the wrong one on its own — because it is a historical document. It shows that the company was registered on a particular date. It does not show that the company still exists, who runs it today, or whether its name or status has changed since.

What foreign recipients almost always want to know is the present: is this company alive, and who can act for it? A certified copy of a registration certificate from years ago does not answer that.

What each document actually shows

Certificate of registration. Issued when the company is registered. Shows the name, company number, type and date of registration. Does not change after the event, and does not reflect later changes of name, officeholders or status.

A current extract from the company register. Shows the company's current status, registered office, principal place of business, current officeholders and, depending on the extract, share structure and history. Can be obtained at any time and dated the day it is produced.

The constitution. The company's internal governing rules, if it has one.

Most foreign recipients want the registration certificate and evidence of current standing. Some want the constitution too. Ask for their list.

No "certificate of good standing" — and what to use instead

Some countries' registries issue a certificate of good standing on request, and foreign institutions often ask for one in those words. Australia does not generally issue a document by that name.

The usual substitutes:

• A current company extract, certified by a notary as a true copy, or
• A notarial certificate as to the company, in which the notary, having searched the public register and examined the company's documents, certifies matters such as its existence, current status and officeholders. How far a notary is prepared to certify these matters depends on the notary and on what they can verify.

Explain the gap to the foreign recipient before the appointment. A bank that insists on "a certificate of good standing" usually accepts one of these once it understands that the named document does not exist here.

"Articles of association" and the missing constitution

Foreign institutions frequently ask for a company's "articles of association" or "memorandum and articles". Australian companies do not use those terms, and many proprietary companies have no constitution at all — they rely on the default internal governance rules instead.

If your company has a constitution, it can be copied and certified. If it does not, a notarial certificate can say so and identify the rules that apply, or the company can provide a certified statement to that effect, with the signing officer's signature notarised. What the notary cannot do is certify a copy of a document that does not exist, so do not let a recipient's checklist push you into producing one.

The original-document question

A notary must sight an original. For company documents:

• Certificates of registration may have been issued on paper or electronically. If yours is a PDF, the notary will certify a printout only by describing exactly what was sighted — or may prefer to work from the register itself.
• Register extracts are produced on demand. The notary can obtain or view one directly, which avoids the question.
• The constitution is the company's own document. The signed or adopted version held in the company's records is the original.

A photocopy from the company file, or a copy certified earlier by a Justice of the Peace, is not enough.

What the notary will not confirm

The notary is not confirming that the company is solvent, trading, compliant with its obligations or creditworthy, and does not verify anything beyond what the register and the company's documents show. A certificate that states precisely what was searched and seen is more useful abroad than one that claims more.

Overseas use

• Justice of the Peace: fine for domestic 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. Corporate documents for company registration abroad are commonly legalised as a bundle.
• Translation: usually bound in. The company name should appear exactly as registered and should not be translated.

Frequently asked questions

The company changed its name. Which certificate do I certify? The current registration details, plus evidence of the change. A current register extract usually shows the history.

How recent does the extract need to be? Recipients often want it recent, because it is evidence of current status. Ask for their limit, and obtain the extract close to the appointment.

Does a director need to attend? For a certified copy, not necessarily. For a certificate as to the company, or a signed statement, an authorised officer usually does.

Can this be done at the same appointment as a board resolution and power of attorney? Yes, and for a foreign company registration or bank account it usually should be.