Company Documents for an Overseas Tender or Supplier Registration

Supplier registration with a foreign buyer usually asks your company to prove it exists, who controls it, who may sign for it and where it pays tax. From Australia, that means ASIC records, perhaps an ATO certificate of residency, a board resolution or authority, and directors' identification. Only some need a notary, and the buyer's portal decides which.

Key takeaways

• Most portals want proof of existence, ownership, signing authority and tax status, in their own format.
• ASIC and ATO documents are government documents, which DFAT can legalise without a notary, subject to its rules on electronic documents.
• Your company's own documents, such as a board resolution, declaration or bank letter, must be notarised before DFAT will legalise them.
• Many portals accept scanned uploads; legalise only what the buyer actually asks to be legalised.
• Supplier registration is an ongoing record, so plan for documents that expire and need replacing.
• The legal and tax effect of declarations and tax forms is for your lawyer or accountant, not a notary.

What does supplier registration usually ask for?

Foreign governments, state-owned enterprises and large companies usually make suppliers register before they can quote, bid or be paid. The details vary, but the questions are much the same everywhere: is this a real company, who owns and controls it, who can bind it, is it sanctioned or conflicted, and how should it be taxed and paid? The table shows the usual Australian answer to each.

What the buyer wants	Usual Australian document	Route if it must be legalised
Proof of incorporation	ASIC certificate of registration or current company extract	DFAT, as a government document
"Certificate of good standing"	Ask whether a current ASIC extract will do	DFAT, as a government document
Tax residency	ATO certificate of residency	DFAT, as a government document
Authority to sign	Board resolution or power of attorney	Notary, then DFAT
Directors and owners	Certified copies of identification, ownership declaration	Notary, then DFAT
Bank details	Bank letter confirming the account	Notary, then DFAT
Compliance declarations	The buyer's own forms, signed by a director	Notary, then DFAT, if asked

How is supplier registration different from a tender?

A tender is a single submission for a single contract, with a closing date. Supplier registration is a standing record that the buyer keeps and checks. That has three practical consequences. Documents are often uploaded to a portal rather than posted, so a clear scan may be all that is needed. Some documents expire, such as a company extract the buyer wants to be recent or a tax residency certificate for a particular year, so you will be asked to refresh them. And any change, such as a new director or a new bank account, usually has to be reported and evidenced. Our guide to overseas tender documents covers the one-off submission.

Which documents can DFAT legalise directly?

DFAT's page on documents it can legalise lists Australian government commercial documents, giving ASIC, ATO and TGA documents as examples. An original government document of that kind can go to DFAT without a notary. So if a buyer wants your ASIC certificate of registration or your ATO certificate of residency apostilled, the usual first step is to obtain the document from the agency, not to book a notary.

There is a catch. Many ASIC documents are now downloaded rather than posted, and DFAT accepts only a limited range of electronic documents. It assesses them when they are lodged, may ask for the original email or portal access, and will say if a document must be notarised first. Scans are never accepted as electronic documents. If you are unsure whether DFAT will take a particular extract as it is, ask DFAT before the deadline is close.

Which documents need a notary first?

Anything your company creates itself is a private document. DFAT legalises private documents, including company documents, only after an Australian notary has notarised them. For supplier registration, that usually means a board resolution appointing a signatory, a power of attorney, a beneficial ownership or compliance declaration signed by a director, certified copies of directors' passports, and sometimes a bank letter.

For a company document, the notary will usually want to confirm three things: who the signatory is, that the company exists, and that the signatory has authority to act for it, often by checking the ASIC register and the resolution or constitution that gives the authority. The notary then signs a certificate saying what was checked, and DFAT legalises the notary's signature. Our guides to notarising a board resolution and company versus individual notarisation explain the checks.

Can a JP or your accountant certify copies instead?

Sometimes a portal asks only for "certified copies" of directors' identification or company records, without saying by whom. A Justice of the Peace is recognised for Australian purposes, but foreign buyers generally do not recognise a JP, and DFAT will not legalise a JP's certification. Some buyers do accept copies certified by a lawyer or an accountant. The receiving body decides, so ask it which certifiers it accepts before choosing. If it names a notary, or wants the copy legalised, use a notary.

Apostille or embassy legalisation?

If the buyer's country is party to the Hague Apostille Convention, DFAT issues an apostille. If it is not, DFAT issues an authentication certificate, and the country's embassy or consulate in Australia then legalises the document. Membership changes, so check the HCCH status table on the day. Our guide to DFAT authentication explains the embassy step.

What about the declarations and tax forms?

Registration portals often ask a director to sign declarations: that the company is not insolvent, is not sanctioned, has no conflict of interest, complies with anti-bribery rules, and has disclosed its beneficial owners. Some also ask for a tax form, such as a certificate of residency to claim a lower withholding rate under a tax treaty, or the buyer country's own tax form for foreign suppliers. The ATO issues certificates of residency to companies on request.

These documents have legal and tax consequences, and a notary does not advise on them. A notary witnesses the signature and confirms who signed and in what capacity; the notary does not check that the declaration is true or that the tax form is right for your company. Ask your lawyer to review the declarations, and your accountant to confirm the tax position and which form to use, before a director signs anything the buyer will rely on.

Do company documents need translating?

Many buyers accept English. Others want documents in their own language, and the buyer decides whose translation it accepts: some take a NAATI translation made in Australia, others want a sworn translator in their country. If a translation is going to DFAT, DFAT accepts only NAATI certified or recognised translators. Ask before ordering, so the translation is made once, of the final legalised documents if that is what the buyer wants.

How do you prepare a supplier registration pack?

1. Read the portal's requirements. List each document, its format, how recent it must be, and whether it must be certified or legalised.
2. Get the government documents. A current ASIC extract or certificate of registration, and an ATO certificate of residency if the buyer asks.
3. Prepare the company documents. A board resolution naming the signatory, and any declarations on the buyer's forms.
4. Take advice on what you sign. A lawyer for declarations, an accountant for tax forms.
5. Notarise what must be notarised. The signatory attends with identification and evidence of authority.
6. Legalise only where asked. DFAT for an apostille or authentication, then the embassy for a non-Hague country.
7. Record expiry dates. Note when each document must be refreshed, so renewals do not catch you out.

Common mistakes to avoid

The first mistake is notarising documents that DFAT can legalise directly, such as an original ASIC or ATO document, or notarising and legalising everything when the portal only wanted scans. The second is uploading an out-of-date company extract when the buyer wants a recent one. The third is having a director sign a resolution or declaration without evidence of their authority, which the notary will ask for. The fourth is signing compliance declarations without legal advice. The fifth is forgetting to update the registration when a director or bank account changes. Our guide to apostilling company incorporation documents covers the ASIC side in more detail.

Here is an illustration, not a real case.

A Perth engineering firm wants to register as a supplier to a state-owned utility overseas. The portal asks for proof of incorporation and tax residency, apostilled, plus a signed declaration and a resolution naming the signatory, both notarised. The firm gets a current ASIC certificate and an ATO certificate of residency and sends them to DFAT. Its lawyer reviews the declaration, a director signs it and the resolution before a notary, and DFAT apostilles those too. The firm diarises when each document needs refreshing.

In short

Supplier registration asks your company to prove who it is, who controls it, who signs for it and where it pays tax. ASIC and ATO documents are government documents that DFAT can legalise directly, subject to its rules on electronic documents. Your company's own resolutions, declarations and bank letters need a notary first. Legalise only what the buyer asks for, and get legal and tax advice before signing declarations. Our document notarisation page explains how a notary handles company documents.

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Registering as a supplier with an overseas buyer? Send us the portal's document list, and we will explain each step before you book.