What a Notary Checks Before Witnessing a Company Signature

When someone signs for a company, the notary checks more than identity. They usually confirm that the company is registered, that the signer holds the office they claim and is authorised to sign this document, and that it is signed in a way that binds the company. Bring an ASIC extract, photo ID and any resolution or power of attorney.

Key takeaways

• A notary witnessing a company signature checks the company, the signer and the signer's authority, not just a face and an ID.
• A current ASIC company extract is the usual starting point: it shows the company's status, directors and secretary.
• A director or secretary signing in the usual way often needs nothing more than the extract and their ID.
• An employee, manager or agent usually needs a board resolution or power of attorney showing they may sign.
• The notary certifies what they checked and saw. They do not audit the company or confirm that the deal is a good one.
• The overseas recipient often dictates what the notarial certificate must say, so get its instructions first.

Why is a company signature different?

When you sign a document for yourself, the notary needs to be satisfied of three things: who you are, that you understand the document, and that you are signing freely. When you sign for a company, a fourth question appears: can you bind the company? A company acts only through people. An overseas bank, registry or counterparty relying on a notarised document wants assurance that the signer had the power to commit it.

That is why many foreign authorities ask for a notarial certificate that goes further than "signed before me". They may want the notary to confirm the company is duly incorporated and still registered, that the signer is a director or other named officer, and that they were authorised by a resolution of the board. A notary can only state those things after checking evidence, which is why a company signing needs more preparation than a personal one. Our guide to company versus individual notarisation compares the two in general terms; this page focuses on the checks themselves.

Does the company exist and is it registered?

The first check is the company itself. For an Australian company, the notary will usually look at a current extract from the ASIC register, either one you provide or one the notary obtains, dated close to the signing. The extract shows the company's full name, its ACN, its registration status, its registered office, and its current directors and secretary. The name on the document should match the registered name exactly, including "Pty Ltd" or "Limited".

If the extract shows the company as deregistered or under external administration, the notary will not proceed on the usual basis, because the people named may no longer have power to act. Some overseas registries ask for a "certificate of good standing". An Australian company does not usually receive a document by that exact name. A current ASIC extract, sometimes with a notarial certificate describing the company's status, is often used instead. Ask the recipient what it will accept.

Who is signing, and in what role?

Next, the notary confirms the identity of each person signing, usually from current photo identification such as a passport or driver licence, in the same way as for a personal signing. Our guide to identity checks by a notary covers the documents normally accepted. The notary then compares the person with the ASIC extract. If they sign as a director, are they listed as a current director? If they sign as secretary, is the company's secretary shown on the register?

A mismatch is common and usually innocent. A new director may not yet be on the register, a former director may have resigned, or a name may appear in a different form. The notary will want the register updated or other evidence before certifying the person's office. Sorting that out before the appointment is far quicker than discovering it at the desk.

Does the signer have authority to sign this document?

Holding office is not always the same as having authority for a particular document. Under the Corporations Act, an Australian company can execute a document in set ways without a common seal, for example by two directors, by a director and a company secretary, or by the sole director where there is only one. A company may also act through an agent or attorney it has authorised. The company's constitution, and any internal rules, can add requirements.

So the evidence the notary asks for depends on who signs. Two officers signing together in one of the standard ways often need nothing beyond the extract. Anyone else usually needs a board resolution authorising them to sign this document, or a power of attorney from the company. That includes one director of a multi-director company, a CFO, a manager or an employee. Our guide to notarising a board resolution explains how a resolution itself is certified. Whether a particular person has authority under the company's constitution is ultimately a legal question for the company's solicitor, not the notary.

Who signs	What the notary usually needs	Common gap
Two directors, or a director and secretary	ASIC extract and photo ID for both	One officer not yet on the register
Sole director of a one-director company	ASIC extract showing no other directors, and ID	Extract out of date after a change
One director of a company with several	A board resolution authorising them	Resolution not signed or not dated
Employee, manager or CFO	A board resolution or written authority	Authority too general for the document
Attorney for the company	The power of attorney, original or certified copy	Power does not cover this transaction
Foreign company's officer in Australia	Evidence of the company from its home registry	Foreign papers not translated

Is the document signed the right way?

The fifth check is the execution itself. The notary looks at the execution block: does it name the company correctly, state the capacity of each signer, and match the method you are using? If the block says "executed by two directors" and only one person turns up, the document cannot be completed as drafted. If the document requires the common seal, bring it. Many Australian companies no longer use one, which is fine here. Some overseas recipients still expect a seal and may need to be told why there is none.

Foreign documents often arrive with execution wording written for another legal system, such as "duly authorised representative" or a space for a "company chop". The notary will not rewrite the document, but may point out wording that does not fit an Australian company. The fix should come from whoever drafted it, usually the overseas lawyer or registry.

What does the notarial certificate say?

The certificate records what the notary did and saw. For a company signing it might state that the signer appeared, was identified, and stated that they sign as a director; or, if the recipient asks and the evidence supports it, that the company is registered according to the ASIC register on a given date and that the signer was authorised by a resolution of a stated date. A notary will only certify what they have checked, and will word the certificate accordingly.

The notary does not confirm that the decision was wise, that the resolution was validly passed, or that the contents are true. The notary has not attended the board meeting. Our guide to the legal effect of a notarial certificate explains what the certificate does and does not prove. If the document is then going to a country that needs an apostille or authentication, DFAT verifies the notary's signature and seal, not the company's decision; its page on documents it can legalise explains that private documents are legalised once notarised.

How do you prepare for a company signing?

1. Get the recipient's instructions. Ask exactly what the notarial certificate must confirm, and whether it needs an apostille or embassy legalisation afterwards.
2. Check the ASIC register. Make sure the company name, status and officers are current, and fix any out-of-date details first.
3. Decide who signs. Match the signers to the execution block, and arrange a resolution or power of attorney if a non-officer signs.
4. Prepare the resolution properly. Signed, dated, identifying the document and the person authorised to sign it.
5. Send the documents ahead. The notary can review the extract, the authority and the wording before the appointment.
6. Bring every signer and their ID. Each signer must appear before the notary; the notary cannot witness a signature made elsewhere.

Does a company signature always need a notary?

No. For Australian purposes, most company documents are simply signed by the officers, with no witness at all. Where an Australian body wants a company officer to make a statutory declaration, a Justice of the Peace or another authorised witness on the relevant list is usually enough, and the rules differ in each state or territory. A notary becomes necessary mainly when the document is going overseas, or when the recipient asks for an affidavit or a notarial certificate. A JP's witnessing is generally not accepted abroad and cannot be apostilled.

What about a foreign company signing in Australia?

Sometimes the company is not Australian: a director of a company registered overseas is in Australia and needs to sign for it. The notary can still witness the signature and identify the person, but cannot search a foreign register with the same confidence as ASIC's. The notary may ask for a recent extract or certificate from the company's home registry, a resolution authorising the signing, and translations of anything not in English. Often the certificate will be limited to the signer's identity and signature, with the company's existence and authority left for the recipient to verify at home. Our guide to company records for a foreign registry covers the reverse situation.

Common mistakes to avoid

The most common mistake is relying on an old ASIC extract that does not show a recent change of directors. The second is sending one director to sign a document whose execution block needs two. The third is a board resolution that authorises someone "to sign all documents" in general terms when the recipient wants a resolution naming this transaction. The fourth is expecting the notary to certify that the company approved the deal, which the notary cannot do without evidence and cannot do at all for the merits. The last is forgetting that each person signing must appear before the notary in person or, where the recipient accepts it, by video.

Here is an illustration, not a real case.

A Brisbane manufacturer is opening a subsidiary in Germany, and the German notary drafting the formation papers asks for a power of attorney signed for the Australian parent, with a notarial certificate confirming that the signer can bind it. The company has three directors, and only the managing director is available. Its solicitor prepares a board resolution authorising her to sign the power of attorney, signed by the other two directors. The notary checks a same-week ASIC extract, the resolution and her passport, witnesses her signature, and issues a certificate recording the company's registration, her office and the resolution. The document then goes to DFAT for an apostille.

In short

Before witnessing a company signature, a notary checks that the company exists and is registered, who is signing, the office they hold, their authority for this document, and that the execution matches the document. Bring a current ASIC extract, photo ID for every signer, and a resolution or power of attorney if the signer is not signing as a standard officer. The notary certifies what they checked, not the company's decision. Our document notarisation services page covers company documents for use overseas.

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Signing for a company and not sure what the notary will need to see? Send us the document and the recipient's instructions, and we will explain each step before you book.