Corporate Notary Services in Australia

Corporate notary services cover Australian company documents going to an overseas registry, court, bank or counterparty. A notary witnesses the signatures of the company's officers and checks that the company exists and that they have authority to sign. DFAT then adds an apostille or authentication. Some ASIC documents can go to DFAT without a notary.

Key takeaways

• For a company document, the notary checks more than identity: they check the company, the signer's office and their authority to sign.
• Bring a current ASIC extract and photo ID for each signer, plus any board resolution, power of attorney or constitution the proposed certificate requires.
• Government commercial documents, such as ASIC and ATO documents, may be legalised by DFAT directly. Documents the company creates must be notarised first.
• Only DFAT issues apostilles. Countries outside the Hague Convention also need embassy legalisation.
• Whether a document is legally effective in the other country is a question for a lawyer there, not for the notary.

What corporate notarisation involves

A notary performs the same kinds of acts for a company as for an individual: witnessing signatures, certifying copies of original documents and administering oaths. A corporate certificate may also require evidence that the company exists, that a signer holds a stated office and that the proposed execution is authorised. The precise checks depend on what the recipient asks the notary to certify.

Australian notaries are experienced lawyers appointed under state or territory arrangements, in most by the Supreme Court and in Queensland through the Court of Faculties. A notary never certifies that the contents of a document are true, and cannot issue an apostille. See company versus individual notarisation for a closer comparison.

Documents companies commonly have notarised

• Business contracts and agreements with foreign parties
• Powers of attorney appointing someone to act for the company overseas
• Director or shareholder resolutions, board minutes and decisions
• Company incorporation certificates and extracts for a foreign registry
• Intellectual property assignments
• Financial and audit documents requested by an overseas bank or regulator
• Cross-border trade papers, such as export documents and certificates of origin
• Tender documents for overseas contracts

Law firms, accounting firms, start-ups, importers and exporters, property developers, government contractors and financial institutions all meet these documents, usually when setting up a subsidiary, appointing a director abroad, registering a branch, opening a bank account or bidding for work. For a subsidiary, see registering a foreign subsidiary.

Which path does each document take?

Document	Usual path	Note
ASIC extract or certificate of registration	Possibly DFAT directly	DFAT lists government commercial documents such as ASIC and ATO documents. Confirm first.
Board resolution or minutes	Notary, then DFAT	A notary may certify a copy or witness signatures.
Company power of attorney	Notary, then DFAT	Executed in front of the notary by authorised officers.
Contract or IP assignment	Notary, then DFAT	Only if the counterparty or registry asks for it.
Constitution or other internal record	Notarised copy, then DFAT	The notary sights the original or a certified register copy.
Notarial certificate of company status	Notary, then DFAT	Some registries ask for one confirming existence and signing authority.

What the notary will ask for

How an Australian company executes a document depends on its structure and constitution. It may sign through two directors, a director and a secretary, a sole director, or an attorney under a power of attorney. The notary needs to see which applies and evidence of it. Australian companies are not required to have a common seal, and many do not; if a foreign form expects a company seal, tell the notary before the appointment so they can address it in their certificate.

How to prepare, step by step

1. Get the receiving body's instructions in writing: which documents, originals or certified copies, apostille or legalisation, any prescribed wording, and translation.
2. Identify each document's path using the table above, and ask DFAT whether any agency-issued document can go directly.
3. Pass a board resolution authorising the transaction and naming who will sign, if the receiver or the notary needs one.
4. Send the notary the document, the ASIC extract, the resolution and the instructions in advance, and ask for a written quote.
5. Arrange for every signing officer to attend with photo ID and the unsigned document. Permission to witness one kind of document remotely does not automatically permit every notarial act. The notary must confirm the particular act and jurisdiction, and the receiver must separately accept it.
6. Lodge with DFAT for an apostille or authentication, then complete any embassy step.
7. Arrange translation at the point the receiver asks for.

Membership of the Hague Apostille Convention changes, so check the HCCH status table on the day. DFAT's list of what it can legalise, including government commercial documents, is on Smartraveller. Our apostille and authentication page covers the DFAT step, and powers of attorney and declarations covers company powers of attorney.

When a company does not need a notary

Not every company document needs one. Forms lodged with ASIC, the ATO or other Australian agencies are completed under their own rules and do not involve a notary. A statutory declaration for an Australian purpose can be witnessed by an authorised witness. Many overseas counterparties accept an ordinary signed contract, or an electronic signature, without notarisation. Ask the receiving body what it actually requires; a notary is needed only when it asks for a notarised signature or copy, or for a document DFAT must legalise.

Documents going the other way are different again. If an overseas company's documents are needed in Australia, they are normally notarised and authenticated in that company's home country. An Australian notary cannot vouch for a foreign registry's records.

Dates, currency and order

Foreign registries are often particular about dates. Some want a company extract issued recently, and will reject one that was current when obtained but has aged by the time it arrives. A board resolution should be passed before the document it authorises is signed, and the notary may check that the dates line up. If the matter involves several documents, keep them consistent: the same company name, the same officers, and the same spelling in every place. Ask the registry how recent each document must be, and time the ASIC search, the resolution and the notary appointment so that nothing falls outside that window before it is lodged.

Common mistakes

• Arriving without the board resolution or ASIC extract, so the notary cannot confirm authority.
• Sending one director when the company's execution method or the registry requires two signers.
• Signing the document before the appointment instead of in front of the notary.
• Notarising an ASIC document that DFAT could have legalised directly.
• Leaving translation until after DFAT when the registry wanted the translation legalised too.
• Assuming the notary's certificate makes the transaction valid under foreign law.

Choosing a notary for company work

Ask which authority appointed the notary, and look for experience with company documents and with your destination. Questions worth asking: have you prepared documents for this country's company registry before; will you need to see the constitution; can you prepare a certificate in the wording the registry prescribes; and does the quote include the company checks? A remote appointment is available only if the notary confirms that the particular act and jurisdiction permit it and the receiver separately accepts it.

How much do corporate notary services cost?

Notaries set their own fees, so request a written quote for the actual bundle rather than relying on a single advertised figure. The work or document type matters: witnessing a straightforward signature is different from preparing a certificate about company existence, office and authority or reviewing prescribed foreign wording.

The quote can also change with the number of signing officers, notarial acts and certified copies; company searches and authority checks; bilingual or destination-specific certificates; travel for a mobile attendance; and waiting time if several signers or documents are not ready together. Ask whether additional copies or later amendments are separate acts.

DFAT apostille or authentication charges, destination-country embassy legalisation, translation, courier or registered-post delivery, and any agent handling those stages are separate from the notary's work unless the quote expressly includes them. See what drives notary fees.

Here is an illustration, not a real case

An Australian software company is registering a branch in a country outside the Hague Convention. The foreign registry asks for the certificate of registration, a board resolution approving the branch, and a power of attorney for the local manager, all legalised. The company asks DFAT about its ASIC certificate and learns it can be authenticated directly. The board passes the resolution, and two directors attend a notary with photo ID and the ASIC extract. The notary certifies the resolution and witnesses the power of attorney. All three documents go to DFAT for authentication and then to the embassy. The company's lawyer in the other country confirms the power of attorney works under local law. Because the ASIC certificate went straight to DFAT, the notary appointment covered only the two documents the company had created itself, and the directors attended once with everything the notary needed to confirm their authority.

In short

Corporate notarisation is ordinary notarisation plus a check of the company and its signers' authority. Bring the ASIC extract, the resolution and ID for every signer. Agency-issued documents may go straight to DFAT; documents the company creates need a notary first. Ask the foreign body what it wants, then follow notary, DFAT and embassy in order.

Related questions

• Does a board resolution need to be notarised?
• How do you prepare company records for a foreign registry?
• What documents do you need to appoint an overseas director?
• Do IP transfer documents need a notary?
• How are tender documents prepared for overseas bids?

Send us the document type, company extract, proposed signers, destination, receiving authority's instructions, required copies and deadline, and we will explain each step before you book.