How to Notarise a Company Incorporation Document in Australia

To notarise company incorporation documents in Australia, a director or authorised officer brings photo ID, the company's details and the foreign recipient's checklist to a notary. The notary either certifies copies of ASIC documents or, often better, searches the register and issues a certificate stating the company's current status and officers. DFAT then apostilles or authenticates it.

Key takeaways

• A foreign checklist usually asks for documents Australia does not issue under those names. Map each item to what actually exists before the appointment.
• ASIC's certificate of registration proves a date, not current existence. Foreign recipients usually want current information.
• A notarial certificate of company status, based on the notary's own search of the register and the company's records, often answers a request for "good standing" better than a pile of copies.
• Many proprietary companies have no constitution. A notarial certificate can say so; never produce a template that was never adopted.
• The notary attests what the register and records show. They do not confirm solvency, tax compliance or trading.

The foreign checklist and what Australia issues

An Australian company opening a bank account abroad, registering a branch, setting up a subsidiary or bidding for an overseas tender is almost always asked for proof that it exists. The request usually comes as a list: certificate of incorporation, articles of association, certificate of good standing, register of directors, all notarised and apostilled. Much of that list assumes a company law system that is not Australia's, so the first job is translating it into documents that exist here.

The foreign list says	The Australian equivalent	Notary's usual role
Certificate of incorporation	ASIC certificate of registration	Certifies a copy, describing what was sighted
Register of directors	Current ASIC company extract	Certifies it, or certifies what the register shows
Certificate of good standing	No document by that name	A notarial certificate of company status
Memorandum and articles	The constitution, if any	Certifies a copy, or records that there is none
Board approval	A board resolution	Attests the officer's certificate of the resolution

Send the foreign adviser this mapping before anyone signs anything. A bank that insists on "a certificate of good standing" usually accepts a notarial certificate once it understands that no document of that name exists in Australia. The certified-copy side of these documents, including who can certify them for Australian recipients, is covered in certified copies of company documents.

A certificate of registration proves a date

When a company is registered, the Australian Securities and Investments Commission (ASIC) issues a certificate of registration showing its name, Australian Company Number (ACN), type and date of registration. It does not change afterwards. It says nothing about whether the company is still registered today, who its directors are now or where its registered office is.

A foreign recipient asking for a "certificate of incorporation" usually wants current evidence, and often says it must be recent. A notarised copy of a certificate issued years ago may be accepted as one item in the bundle, but on its own it rarely answers the question being asked. Current information comes from the ASIC register, most commonly a current company extract.

A notarial certificate is often the better document

Instead of certifying copies of several separate papers, a notary can prepare a notarial certificate stating facts about the company that the notary has verified from the public register and the company's own records. It typically covers:

• that the company is registered, with its exact name and ACN;
• its registered office and principal place of business;
• its current directors and secretary;
• where asked, who is authorised to sign on its behalf, and how an Australian company executes documents;
• whether it has a constitution.

The certificate records what was searched and on what date, so the foreign reader knows exactly what it is relying on. How far a notary will certify matters about the company depends on what they can verify, and a careful notary states precisely what they checked rather than overstating. The notary does not confirm the company's solvency, its tax compliance or anything about its trading.

Your company may not have a constitution

This is the point most specific to Australian companies, and it regularly confuses overseas lawyers. Requests for "memorandum and articles of association" assume every company has a governing document. Many Australian proprietary companies have no constitution and are governed by the replaceable rules in the Corporations Act instead. Others adopted a constitution. Some older companies still hold a document titled memorandum and articles of association, which now operates as their constitution.

If your company has no constitution, say so, and ask the notary to record it in the certificate. That is far better than sending nothing, and much better than producing a generic template that was never adopted. If you do have one, bring the adopted version and any resolutions amending it. The notary certifies a copy of what you produce; they cannot say it is the current version unless the company's records support that.

Electronic documents

ASIC certificates and extracts are now commonly issued or downloaded electronically, and a certified copy normally needs an original to compare against. A printout of a PDF is not obviously one. Notaries deal with this in different ways, including verifying the information against the register directly and saying so in the certificate. Tell the notary how you obtained each document so the wording is accurate.

DFAT's page of documents it can legalise lists ASIC documents among the government commercial documents it deals with, but says scans are never electronic documents for its purposes. That is another reason a notarial certificate is often the cleaner route for company evidence. The DFAT side is covered in apostille for company incorporation documents.

What to bring

Usually one director or authorised officer attends. If the recipient also wants a board resolution approving the transaction, prepare it first and follow the company's own rules for passing it; see company records for a foreign registry for how officer's certificates and notarial certificates differ. If the company is signing on its own behalf rather than an individual signing personally, company and individual notarisation explains what changes.

The order of work

1. Get the recipient's list in writing, with any prescribed wording and any limit on how recent the evidence must be.
2. Map each item to an Australian document, and send the mapping to the foreign adviser so it can object before anything is signed.
3. Gather the company's records: the constitution and amendments, any board resolution the recipient wants, and a note of how each ASIC document was obtained.
4. Attend the notary, who searches the register, examines the records, identifies the attending officer and prepares the certificate or certified copies.
5. Lodge with DFAT for an apostille or authentication, then the embassy where required, and arrange any translation in the order the recipient specifies.

Name changes and group structures

Two situations need extra care. If the company has changed its name, the registration certificate will show the old one; the notary can record the change from the register's history, so the foreign reader can link the two names. If the company is part of a group, the recipient may also want evidence about the shareholder, and that shareholder's documents follow their own route: an Australian holding company is dealt with here, while a foreign parent's documents are authenticated in its own country. Map the group before booking.

Authentication and translation

The notarial certificate then goes to the Department of Foreign Affairs and Trade (DFAT). For a country in the Hague Apostille Convention, DFAT issues an apostille. For other countries, it issues an authentication certificate and the destination's embassy or consulate legalises it. No notary can issue an apostille. Check the destination on the HCCH status table on the day.

Company documents going to non-English-speaking countries very often need translation. Ask whether the destination wants the translation apostilled with the original or prepared locally afterwards, because getting the order wrong can mean paying twice. Keep the company name exactly as registered: a translator should not render "Pty Ltd" into a local form that implies a different kind of company. A bilingual notarial certificate, where the notary can provide one, sometimes avoids translating the certificate separately. See NAATI translation with a notary.

Foreign recipients commonly want company evidence to be recent. Ask for their limit and how they measure it, and prepare the certificate close to lodgement rather than weeks ahead.

Here is an illustration, not a real case

A Brisbane agritech company is setting up a subsidiary in Germany. The German notary handling the formation asks for a "certificate of incorporation, articles of association and extract from the commercial register, notarised and apostilled". The company has no constitution. Its director sends the German notary a short note mapping each item, then attends an Australian notary with photo ID. The Australian notary searches the ASIC register and issues one certificate stating the company's registration, ACN, registered office, directors and secretary, and that it has no constitution and is governed by the replaceable rules. DFAT apostilles it, and the German side accepts it in place of three separate documents.

In short

Map the foreign checklist to Australian documents first, because "certificate of good standing" and "articles of association" often have no direct equivalent here. A notary can certify copies of ASIC documents, but a notarial certificate of company status, based on the notary's own search, usually answers the question better. DFAT then confirms the notary. For the notary step, see document notarisation, and for the DFAT step, apostille and authentication.

People also search for

• Who can certify a copy of company documents?
• Can ASIC documents be apostilled?
• How are company records prepared for a foreign registry?
• What is needed to close an overseas company?
• How are company documents notarised?

Handed a foreign checklist for your company? Send it to us, and we will explain each step before you book.