How to Notarise a Company Incorporation Document in Australia
Table of contents
An Australian company that wants to open a bank account abroad, register a branch, set up a subsidiary, sign with a foreign distributor or bid on an overseas tender will almost always be asked for proof that it exists. The request usually arrives 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. The first job is working out what you actually have.
The certificate of registration proves a date, not current existence
When a company is registered, ASIC issues a certificate of registration. It shows the company's name, its Australian Company Number and the date it was registered. It says nothing about whether the company is still registered today, who its directors are now, or where its registered office is.
A foreign bank or registry asking for a "certificate of incorporation" usually wants current evidence, and often specifies that it must be recent. A notarially certified 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 as a current company extract showing the company's status and the details presently recorded, such as officeholders and registered office.
A notarial certificate is often the better document
Rather than 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 records. Typically that covers:
- that the company is registered, and its name and number
- its registered office
- its current directors and secretary
- where asked, who is authorised to sign on its behalf
The notary attests what the register and records show. They do not guarantee the company's solvency, its tax compliance or anything about its trading.
Where a foreign authority asks for a "certificate of good standing", this is frequently the practical answer, either alone or alongside a current extract. Confirm with the receiving authority what it will accept before you commission anything.
Your company may not have a constitution
This is the point most specific to Australian companies, and it confuses overseas lawyers.
Foreign requests for "memorandum and articles of association" assume every company has a governing document. Many Australian proprietary companies do not have a constitution at all and are governed instead by the replaceable rules in the Corporations Act. Others have 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. A notarial certificate can record that fact, which is far better than producing nothing or, worse, 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 certify that it is the current version unless the company's records support that.
Electronic documents
ASIC certificates and extracts are commonly issued or obtained electronically. A notary certifying a copy of a printout faces an obvious question: a copy of what original? 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 they can word the certificate accurately.
What to bring
- The company's name and ACN, exactly as registered
- Photo identification for the director or officer attending
- The certificate of registration, if the foreign authority has asked for it
- The constitution and amending resolutions, if any
- A board resolution authorising the request or the transaction, if the foreign authority wants evidence the company has approved it
- The receiving authority's list of requirements, in its own words
Authentication and translation
The notarial certificate then goes to DFAT: an apostille if the destination is a Hague Apostille Convention member, or authentication followed by embassy legalisation if it is not. No notary can issue an apostille.
Company documents bound for non-English-speaking countries very often need translation. Ask whether the destination wants the translation apostilled with the original or prepared locally after the apostille. Getting the order wrong can mean paying for translation twice. A bilingual notarial certificate, where the notary is able to provide one, can sometimes avoid a separate translation of the certificate itself.
What it costs
Notarial fees are not fixed by statute and vary between practitioners. As a market estimate only:
- certified copy of one company document: roughly $80–$150
- each additional document at the same appointment: roughly $20–$50
- a notarial certificate of company status: generally more than a certified copy, because the notary is searching records and drafting, not copying
What drives the cost up here: register search fees, the number of documents in the bundle, bilingual certificates or translations, multiple destinations each needing their own set, and a missing board resolution that forces a second appointment. DFAT and embassy fees are separate and charged per document.
Frequently asked questions
Can I print an ASIC extract and have a Justice of the Peace certify it? For use in Australia, perhaps. For use overseas, no. A JP's certification is not recognised abroad and DFAT will not apostille it.
Do all the directors need to attend? Usually one director or authorised officer is enough for a certified copy or a certificate of company status. If a resolution needs signing, that follows the company's own rules.
How recent does the evidence need to be? The receiving authority decides. Many want documents dated within the last few months, so avoid preparing the bundle too early.
