A foreign bank refusing to open an account, a registry pausing an overseas filing or a counterparty delaying a transaction often has the same cause: the company resolution has not been authenticated in the form required abroad. If you are looking for how to legalise company resolution documents, the crucial point is that legalisation is not one universal stamp. The correct process depends on the destination country, the resolution itself and the authority of the person signing it.

For UK companies, a properly managed process normally involves preparing the resolution, having it executed or certified correctly, notarising it where required, and then obtaining either an apostille or consular legalisation. Getting the sequence right first time can prevent expensive delays, repeat appointments and rejected documents.

What does it mean to legalise a company resolution?

A company resolution records a decision made by a company’s directors or shareholders. It may authorise an individual to open a foreign bank account, buy or sell overseas property, establish a branch, appoint an agent, sign a contract or deal with assets outside the UK.

Legalisation is the process that enables an overseas authority to accept the document as genuine. It does not approve the commercial decision or confirm that the transaction is advisable. Instead, it verifies the signatures and official seals applied during the authentication chain.

The term is often used loosely, which creates confusion. In practice, there are three distinct stages that may be needed:

• Notarisation: a Notary Public verifies the identity and authority of the signatory, reviews the company evidence and notarises the resolution or a certified copy.
• Apostille: the UK Foreign, Commonwealth & Development Office attaches an apostille for use in countries that participate in the Hague Apostille Convention.
• Consular legalisation: where the receiving country is not covered by the Convention, its embassy or consulate may need to legalise the apostilled document before it can be used there.

Some overseas organisations ask for an apostille when they really mean notarisation and legalisation. Others require a notarised resolution only. The wording in their instructions matters, so it is sensible to obtain their current requirements in writing before arranging the appointment.

Start with the receiving authority’s requirements

Before signing anything, establish exactly what the foreign bank, government office, court, registry or business partner will accept. Ask whether it needs an original board resolution, a shareholder resolution, a certified extract from minutes, or a power of attorney issued under a resolution.

You should also confirm the required language, whether a translation must be notarised or legalised, and how recently the document must have been issued. Many banks and consulates will not accept a resolution dated several months earlier, even where the legalisation itself is correct.

The destination country determines the authentication route. For a Hague Convention country, a notarial certificate followed by an apostille will often be sufficient. For a non-Hague country, the apostilled document may then need consular legalisation. There can also be country-specific requirements about the format of the notarial wording, supporting company documents or the number of originals required.

Prepare a resolution that can be authenticated

A notary cannot cure an invalid company decision simply by placing a seal on the document. The resolution should be prepared in accordance with the company’s articles of association, the Companies Act 2006 and any applicable shareholder agreement or internal approval rules.

The document should clearly identify the company by its full registered name and company number. It should state the date, whether it is a board or shareholder resolution, the decision being approved and the people authorised to act. If the resolution concerns a particular transaction, country, bank or asset, include enough detail to show the intended authority without creating unintended limitations.

Execution is equally important. A board resolution may be signed by the chair, by all directors or by a director or company secretary certifying that it is a true copy, depending on the company’s constitution and the form requested overseas. A written shareholders’ resolution has its own signing and voting requirements.

Where the overseas authority asks for a certified true copy, the wording should accurately reflect what is being certified. A certificate stating that someone is a director is not the same as a certificate confirming that a resolution was duly passed and remains in force.

Documents a notary will usually need

To assess authority and provide an effective notarial certificate, the notary will usually need current evidence about the company and the people involved. This often includes the certificate of incorporation, up-to-date Companies House information, the articles of association, details of directors and beneficial owners, and identification and proof of address for the signatories.

The exact requirements vary. A straightforward UK private company with one director will usually need less supporting material than a company within an international group, a partnership acting as director or a business with complex ownership. If a signatory is acting under a prior resolution or power of attorney, that authority must also be reviewed.

Providing the full paperwork early helps the notary identify gaps before the signing appointment. It is faster and safer than discovering, after notarisation, that the apparent signatory did not have the authority required by the company’s own governance documents.

How to legalise a company resolution step by step

Once the document and supporting evidence are in order, the process is usually straightforward.

First, confirm the destination and the receiving party’s specifications. This decides whether you need notarisation alone, a notarial act and apostille, or the full apostille and consular legalisation route.

Next, send the draft resolution and corporate documents for an initial review. A notary can check whether the proposed signatory’s capacity is adequately evidenced and whether the resolution needs to be signed in the notary’s presence. This is especially useful when a foreign institution has supplied its own template, as those templates can contain assumptions that do not fit UK company law.

The authorised person then attends to sign, or the notary reviews the original executed documents and certifies them, as appropriate. Identity checks and corporate due diligence are not optional formalities. They protect the company and support the credibility of the notarised document overseas.

After notarisation, the document is submitted for an apostille if the destination accepts Hague Convention documents. The apostille confirms the notary’s signature and seal. It does not confirm the content of the board resolution, so the underlying corporate paperwork still needs to be correct.

If consular legalisation is required, the apostilled document is then presented to the relevant embassy or consulate. Processing times, fees, appointment systems and document rules differ significantly. Some consulates require translations, photocopies, covering letters or documents to be presented in a specific order.

Finally, check whether the recipient needs the original legalised resolution, a legalised copy or several separately legalised originals. Ordering one apostille where the bank requires three original sets is a common and avoidable source of delay.

Common issues that lead to rejection

The most frequent problem is a mismatch between what the overseas authority requested and what was prepared. For example, a bank may require a resolution specifically authorising account opening and naming the authorised signatories, but receive a general authority to conduct business. Both documents may be valid internally, yet only one meets the bank’s compliance rules.

Another issue is relying on a Companies House printout as proof of authority. Public records are useful, but they do not always show whether a director has been validly authorised for the particular transaction. The resolution and company constitution remain central.

Timing also matters. If a resolution is signed before a notarial appointment, it may still be possible to certify it, but the necessary evidence and certificate wording can differ. Do not assume that an already signed document can simply be stamped later. Send it for review first.

Translations require care too. A translated resolution may need the translator’s declaration notarised, or the translation and original may need to be bound together before apostille. The receiving authority should confirm its preferred arrangement.

Choosing the right level of support

For a simple apostille request, the process can be completed quickly once the paperwork is ready. For documents going to countries with consular legalisation requirements, or where directors are abroad and the company structure is complex, planning ahead is worthwhile.

White Horse Notaries can review the resolution, verify corporate authority, arrange notarisation and guide the document through the appropriate apostille or consular route. Mobile appointments and practical handling of supporting documents can be particularly useful where directors have demanding schedules or a transaction deadline is close.

A company resolution is often only one part of a wider overseas transaction, but it can hold up every other step if it is not accepted. Clear instructions from the recipient, sound company approvals and the correct authentication route give the document the best chance of being recognised without delay.