Notarising Business Contracts in Australia

Most business contracts signed in Australia do not need notarising, and notarisation does not make a contract more binding or enforceable here. Notarising a business contract matters when an overseas counterparty, registry, bank or court needs to verify who signed and their authority. The notary confirms identity and authority, then DFAT can add an apostille.

Key takeaways

• A contract between Australian parties is binding because of what it says and how it is signed, not because a notary saw it. Notarisation adds no enforceability in Australia.
• Notarisation helps when someone overseas must rely on the signature: a foreign registry, bank, land office, court or counterparty's lawyer.
• For a company, the notary checks that it exists and that the signer has authority, from an ASIC search, the constitution and a resolution.
• In many civil-law countries, a local notary drafts and executes certain contracts as notarial deeds. An Australian notarisation may not substitute; ask the foreign lawyer.
• Deeds and contracts affecting land have their own execution rules. See a solicitor about validity.

Does a business contract need to be notarised?

For a contract between Australian businesses, performed in Australia, almost never. Australian contract law does not require notarisation for a contract to be valid, and a court enforcing a contract does not ask whether a notary witnessed it. What matters is the agreement itself, whether the parties had authority to make it, and whether it was signed in the way the law requires for that kind of document.

Some pages claim a notarised contract is "more enforceable" or "less likely to be challenged". That is not how Australian law works. A notary's certificate is evidence of who signed and when, which can help if identity is later disputed, but it does not make unfair terms fair, cure a lack of authority, or turn an informal agreement into a deed. Paying a notary for every commercial agreement is usually wasted money.

A few documents do have execution formalities of their own. Deeds must be executed in a particular way, contracts for land have state-based requirements, and some regulated transactions have their own forms. Those are questions for a solicitor, and a notary is usually not what they require.

When notarising a business contract helps

The picture changes when the contract, or a signature on it, must be relied on by someone overseas who cannot check an Australian director's signature or an ASIC record. Common situations:

1. A foreign registry must record the contract, such as a land office for a property deal, a companies registry for a share transfer, or an intellectual property office for an assignment.
2. A foreign bank needs verified signatures before releasing funds or opening a facility.
3. A foreign court will receive the contract as evidence, or a party must swear to its execution.
4. The counterparty's lawyer asks for notarised signatures as a condition of the deal, often because their own law or practice expects it.
5. A government tender abroad asks for notarised copies of signed contracts or authorisations.

In each case, it is the overseas body's requirement that decides. Ask it, in writing, exactly what it needs: a notarised signature, a notarised copy of the signed contract, an apostille, an embassy legalisation, a translation. See notarising a contract for the general steps.

Civil-law notarial deeds are a different thing

In many civil-law countries, including much of continental Europe and Latin America, a notary is a public official who drafts certain contracts, reads them to the parties and executes them as a notarial deed, often called an authentic instrument. Property transfers, company formations and share transfers are common examples. That deed has special evidential force in its own system.

An Australian notary does not do that. An Australian notary, usually an experienced solicitor appointed in most states by the Supreme Court and in Queensland through the Court of Faculties, witnesses signatures, certifies copies and administers oaths. The certificate confirms who signed, not that the contract is valid under foreign law. So where a foreign law requires a local notarial deed, an Australian notarisation of your signature may not be enough.

The usual workaround is for the Australian party to sign a power of attorney before an Australian notary, apostilled by DFAT, appointing someone in the other country to attend the local notary and sign the deed there. Whether that works, and what wording the power needs, is for the foreign lawyer or notary to say. See international powers of attorney.

Feature	Australian notary	Civil-law notary
Who they are	Usually a senior solicitor	A public official with a legal training
Drafts the contract?	No, in the usual case	Often, for deeds
Certifies	Identity, signature, authority, copies	The deed and its execution
Checks the contract is valid?	No	Often, under its own law
Recognised abroad through	DFAT apostille or authentication	That country's apostille

What the notary checks when a company signs

Most business contracts are signed by companies, and that adds work for a notary. Beyond identifying the person signing, the notary must be satisfied that:

• the company exists, usually from a current ASIC search;
• the signer holds the office they claim, such as director or secretary;
• the company is signing properly: Australian company law lets a company sign by two directors, a director and a secretary, or a sole director who is also secretary, or through an authorised agent;
• the signer has authority for this contract, often shown by a board resolution.

Some overseas bodies want the notarial certificate to recite all of this, so that it proves the company's existence and the signers' authority on its face. Send the notary the overseas body's instructions, the ASIC search, the constitution and the resolution before the appointment. Each signer attends with photo ID. See company and individual notarisation compared.

Signing across borders

Cross-border contracts are often signed by parties in different countries. Each party signs where they are, before their own local notary if a notarised signature is needed, and each notarisation is legalised in its own country. An Australian notary cannot witness a signature made abroad, and DFAT cannot apostille a foreign notary's certificate.

Two practical points save a second round. First, agree the signing format in advance: one original circulated by courier, or identical counterparts signed separately and exchanged, as the contract allows. Second, agree the language. If the overseas body wants a version in its own language, a bilingual contract signed once is usually simpler than translating a signed contract afterwards. Our document translation page explains the options.

A third point: agree who holds the originals at the end. If a foreign registry needs a notarised original lodged with it, the parties should know in advance which counterpart goes where, and whether extra originals must be signed at the same appointment for the parties' own records.

Notarised copies of signed contracts

Sometimes the overseas body does not need to see anyone sign. It wants a notarised copy of a contract already signed, for example as evidence of a supply agreement in a tender or of a lease in a bank application. A notary can certify that a copy matches the original contract they sighted. That certifies the copy, not the signatures on it or the contract's validity. If the contract was signed electronically, the notary can certify a printout of what they were shown, which says nothing about who signed; ask the receiver whether that is enough. See e-signatures and notaries.

After the notary: DFAT and the embassy

1. Check the destination's status on the HCCH status table on the day, because membership changes.
2. Lodge with DFAT, by registered post or at a Passport Office by appointment. DFAT's list of documents it can legalise includes company documents notarised by an Australian notary.
3. Receive an apostille for a Hague Convention country, or an authentication for a non-member.
4. Legalise at the embassy for a non-member, then send the original by tracked courier.

The apostille confirms the notary's signature and seal, not the contract. Our apostille and authentication page covers that step.

Here is an illustration, not a real case

A Perth mining services company agrees to buy a minority stake in a company in a civil-law country. The seller's lawyer explains that the share transfer must be executed as a notarial deed before a local notary. Rather than fly two directors over, the company passes a board resolution and its two directors sign a power of attorney before an Australian notary, who checks the ASIC search and constitution and recites their authority in the certificate. DFAT apostilles it, and the company's local lawyer signs the deed there. The purchase contract itself, negotiated in Australia, needed no notary at all.

In short

Business contracts between Australian parties do not need notarising, and a notary adds no enforceability. Notarisation helps when an overseas body must rely on a signature, and then the notary checks the company's existence and the signer's authority before DFAT adds an apostille. Where a civil-law country requires its own notarial deed, a power of attorney signed here is often the answer. Ask the overseas body what it needs, and a solicitor about validity.

People also search for

• Does a board resolution need notarising?
• What documents does an overseas share transfer need?
• Does an employment contract need a notary?
• Which business documents need a notary?
• Do business registration documents need notarising?

Send us the contract and the overseas body's instructions, and we will explain each step before you book.