Documents You Need Notarised When Starting a Business Overseas

Starting a business overseas from Australia usually means notarising a power of attorney for the local formation, your director consent and declarations, certified copies of your passport and address evidence, and the bank's forms. DFAT then adds apostilles or authentication. The saving comes from collecting every document first and signing them at one appointment.

Key takeaways

• First decide whether you personally or your Australian company will own the new company. It changes every document.
• Ask a lawyer or formation agent in the destination for the complete list before you sign anything.
• In many civil law countries, a company is formed by a deed before a local notary. If you cannot attend, you give a power of attorney in that country's form.
• An Australian notary witnesses and certifies. The notary does not advise on the company, tax or visas.
• Bring every form unsigned to one appointment, then lodge everything with DFAT together.
• Owning a company abroad does not give you the right to work there. That is a separate visa.

Who is this page for?

This page is for an individual founder: you, personally, starting or co-founding a business abroad. It follows the usual order of events. Its main advice is simple. Collect everything before you sign anything.

Each document in a formation is simple on its own. What makes the process expensive is doing them one at a time. Every separate batch means another appointment, another lodgement with DFAT and another courier. A founder who signs the power of attorney first, then the director consent, then the bank forms, pays three times for what could have been one visit.

Who will own the company?

The first decision changes every document that follows. Will the foreign company be owned by you personally, or by an Australian company you control?

• If you are the shareholder, the foreign side needs evidence about you: identity, address and your signature on the formation documents.
• If your Australian company is the shareholder, it needs evidence about the company too. That means its registration, its constitution if it has one, a board resolution approving the investment, and proof that the signatory can bind it. See our page on registering a foreign subsidiary.

This choice has tax, liability and immigration consequences in both countries. Take advice from an accountant and a lawyer in the destination before you decide, not after the documents are signed. A notary cannot advise on it, and the documents cannot easily be undone.

How are companies formed in the destination?

Engage a lawyer or formation agent in the destination. Ask for the complete list of what they need from you, in writing. How a company comes into existence varies a great deal:

• In many civil law countries, such as much of Europe and Latin America, the company is formed by a deed signed before a local notary. That office is far more powerful than an Australian notary. You either attend in person or appoint someone to sign for you.
• Elsewhere, formation is an online registration handled by the agent. The agent mainly needs identity evidence and signed consents.

If you will not be there to sign, the lawyer prepares a power of attorney authorising someone to form the company for you. It must be in the destination's form. An Australian template will usually be refused. A notary in Australia witnesses your signature on it and attaches a notarial certificate. See our page on notarising a power of attorney.

Which documents about you will be needed?

Expect some combination of:

• a certified copy of your passport;
• proof of your residential address;
• your consent to act as a director, in the registry's form;
• a declaration that you are eligible to be a director;
• a specimen signature;
• an application for a local tax or identification number.

A notary can certify the passport copy after sighting the original. A notary can witness your signature on the consent and declarations, and administer an oath if a declaration must be sworn. The notary never confirms that the contents of a declaration are true. That is your statement. A Justice of the Peace is not a substitute here: a JP's certification is not recognised abroad, and DFAT cannot apostille it.

Proof of address needs care. A notary can certify a copy of a utility bill. That certifies the copy, not that you live there. Our page on appointing an overseas director covers these documents. It also covers the point founders tend to skip: a directorship brings that country's director duties with it.

What does the bank account add?

The company will need a bank account. Some foreign banks want to meet directors in person. If yours will open the account remotely, it sets its own document rules. Those may or may not involve a notary or an apostille. Get the bank's forms at the same time as the formation lawyer's list, so they can be signed at the same appointment. See opening an overseas bank account.

Does owning a company let you work there?

No. Owning a company abroad does not give you the right to live or work in that country. If you intend to run the business on the ground, you will usually need a business, investor or self-employment visa. Those applications have their own document lists, often a police check, qualifications and financial evidence. Check the destination's immigration rules early. See our page on working overseas for how those documents are handled.

How do you fit everything into one appointment?

This is the advice that saves the most. Before booking a notary, gather:

1. The power of attorney, in the destination's form, if you will not attend the formation.
2. The registry's consent and declaration forms.
3. The bank's forms, complete except for signatures.
4. The tax number application.
5. The number of certified passport copies each party wants, and whether each needs an apostille.

Bring them all unsigned, with your original passport and the original address document. Everything can then be notarised at one appointment and lodged with DFAT together. Our powers of attorney and declarations page explains the notarial side.

Apostille or authentication?

After the notary, the documents go to DFAT. If the destination is a party to the Hague Apostille Convention, DFAT issues an apostille, a certificate confirming the notary's signature and seal. If it is not, DFAT issues an authentication certificate, and the country's embassy or consulate then legalises each document. Check the HCCH status table on the day.

DFAT currently takes documents by appointment at an Australian Passport Office or by registered post; see its legalisation page. If your Australian company is the owner, its ASIC documents can usually go to DFAT directly as originals, without a notary. Our apostille and authentication page explains the DFAT step.

Document	Notary's act	Then
Power of attorney for formation	Witnesses your signature	DFAT, then embassy if needed
Director consent and declarations	Witnesses, or administers an oath	DFAT, then embassy if needed
Passport copy	Certifies the copy	DFAT, if the receiver asks
Address proof	Certifies the copy only	DFAT, if the receiver asks
ASIC extract, company owner	Usually none	DFAT directly
Bank forms	Witnesses signatures	As the bank requires

When should documents be translated?

Ask each party whether it wants documents translated before notarisation or after the apostille. The destination decides whose translation it accepts. Some countries want a translation by their own sworn translator, made after the apostille so it includes it. Others accept a translation made in Australia. A document in a language you do not read should be translated before you sign it, because a notary must be satisfied you understand it. See our translation with notary page.

What if your co-founder lives elsewhere?

Each founder signs before a notary where they are. A notary in Australia can only act for people who attend. Confirm that the registry accepts certificates from more than one country in one formation. Some registries want each certificate in the same form, which may mean a local notary in each founder's country. The formation lawyer should coordinate this.

What happens after the company exists?

Later changes usually need fresh documents. They include a new director, a change of shareholding and closing the company. Certified copies from the formation often cannot be reused, because the receiving body wants recent ones. Keep a list of what you signed and for whom. It makes the next round quicker. Our page on overseas share transfers covers the most common later change.

Here is an illustration, not a real case

A founder in Sydney is setting up a small company in Spain. The Spanish lawyer explains that the company is formed by a deed before a Spanish notary. She cannot travel, so the lawyer sends a power of attorney in Spanish with an English translation. The bank's forms arrive the same week. She signs the power, a director declaration and the bank forms before a notary in Sydney with her passport. DFAT apostilles the set, and the lawyer signs the deed for her in Madrid.

In short

Decide who owns the company, with advice. Get the complete list from the destination's lawyer and the bank. Bring every form unsigned to one notary appointment, with your original passport and address document. Lodge the whole set with DFAT together, then the embassy if needed. Remember that a work visa is a separate matter.

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Starting a company abroad? Send us the list from the destination's lawyer, and we will explain each step before you book.