Notarising for a Company Versus an Individual

When you notarise a document for yourself, the notary has one question to answer: are you who you say you are. When you notarise for a company, there are three, and the extra two are where corporate matters go wrong.

Understanding the difference explains why a corporate appointment takes longer, costs more, and needs preparation that a personal one does not.

The three questions in a corporate matter

Does the company exist? A company is a legal person, but not a visible one. The notary cannot see it walk in. Existence has to be evidenced.

Does this person hold the office they claim? Being introduced as a director is not evidence of being one.

Is this person authorised to bind the company to this document? The one people forget. Holding office and having authority for a particular transaction are different things, and an overseas registry acting on the certificate will assume both were checked.

For an individual, only the identity question arises. That is the whole difference, and it accounts for everything below.

What a notary will normally want to see

Expect the notary to ask for material in advance rather than at the counter.

Evidence the company exists and who its officers are. In Australia this is typically a current company extract from the national register, obtained recently rather than from a file. "Recently" matters — a registry acting on the certificate wants a current picture, and an extract from two years ago describes a company that may have changed.

Evidence of the signatory's office. Usually contained in the same extract. Where the signatory is not an officer, something else is needed.

Evidence of authority for this transaction. Commonly a board resolution or minute authorising the specific document, or a power of attorney granted by the company. Generic authority is weaker than specific authority, and for significant documents notaries and foreign registries both prefer the specific kind.

The company's constitution, where the transaction or the destination requires the notary to certify something about the company's powers or its manner of execution.

Identification for the individual signing, exactly as for a personal matter. The corporate evidence sits on top of the personal identification; it does not replace it.

For a foreign company, none of the Australian registry material is available and the equivalent evidence comes from that jurisdiction's register — often needing its own translation and authentication before the Australian notary can rely on it. Start this early; it is the most common cause of delay in corporate matters.

What the certificate says, and why it is riskier

A personal notarial certificate records that a named individual, identified by the notary, signed in the notary's presence.

A corporate certificate does more. It may certify that the company exists, that a named person holds a stated office, that a resolution was passed, and that the document was executed in a manner appropriate for the company. Each of those is a separate assertion, and each must be supported by evidence the notary actually sighted.

This is why a notary will not simply write "signed by the director" because you said so. The certificate is relied on by a foreign registry that cannot check anything, and the notary's permanent register is the only record of what was verified.

It is also why the wording is often prescribed. Destination registries frequently require particular formulations — certifying that a company is duly incorporated and in good standing, or that signatories signed in accordance with the company's constitution. Send the notary the required wording before the appointment if you have it.

Execution: the part that quietly fails

Companies can execute documents in more than one way, and different destinations have different expectations about which is acceptable.

The patterns you will encounter include two officers signing, a sole director and sole secretary signing, a company seal affixed and witnessed, or an attorney signing under a power of attorney granted by the company. Which is available depends on the company's constitution and on the law under which it is incorporated. Which is acceptable depends on the destination.

The failure mode is a document executed in a way that is perfectly valid in Australia and unfamiliar to the receiving registry. Australian companies are not required to have a common seal, and overseas registries sometimes expect one as a matter of course. Ask the receiving party what they expect to see before executing, not after.

Practical differences at a glance

Individual. Identification, the document, and usually one appointment. Book and attend.

Company. Corporate evidence gathered first, prescribed wording obtained from the destination if any, signatories confirmed and available, then the appointment. More acts on the certificate, more DFAT certificates if documents are separate, and more that can go wrong late.

The practical advice is the same in both cases and matters more in the second: tell the notary what the document is and where it is going, before you book.

Common questions

Can any director sign for the company? Not necessarily. The company's constitution and the destination's requirements both bear on it, and some transactions need specific authorisation. Confirm before the appointment.

Do I need a board resolution? For anything significant, expect to be asked for one. It is the cleanest evidence of authority for a specific document and it is what foreign registries most often want to see.

Can the notary certify that the company is in good standing? A notary can certify what the evidence they have sighted shows. Where a foreign registry requires a particular form of words, provide it in advance so the notary can tell you what evidence is needed to support it.

My company is registered overseas. Can an Australian notary act? Generally the notary can attest the signature of a person appearing before them in Australia. Certifying facts about a foreign company requires evidence from that company's own jurisdiction, and that evidence may itself need authentication.

Is a company matter more expensive? Expect it to be. There are more acts and more verification work. See the separate page on how notarial fees are built.

We do not have a company seal. Is that a problem? Not in Australia. It can be a problem for a receiving registry that expects one. Ask the destination what it requires.