A foreign bank may ask for a notarised board resolution before it will open an account. An overseas registry may require one before accepting a property purchase, subsidiary appointment or power of attorney. Knowing how to notarise company resolutions properly is therefore less about adding a stamp and more about proving that the company made a valid decision and that the person acting for it has the authority to do so.
For UK companies, notarisation is not usually required for a resolution to be valid under English law. It becomes necessary when an overseas authority, bank, court, commercial counterparty or consulate needs formal evidence it can rely on outside the UK. The exact requirements depend on the destination country and the organisation receiving the document.
When does a company resolution need notarisation?
Company resolutions record decisions made by directors or shareholders. They may approve a transaction, appoint an authorised signatory, authorise an overseas branch, open or operate a bank account, sell company assets or grant a power of attorney.
A recipient abroad may ask for the original resolution, a certified true copy, or a notarial certificate confirming that a copy is true and that the signatory had authority to sign. Some will also specify the wording required in the resolution. This is common where the document will be used in civil-law jurisdictions, for cross-border banking, or for transactions involving public registries.
Do not assume that a request for a “notarised resolution” means the same thing everywhere. One recipient may only need a director’s signature witnessed by a notary. Another may require a certified copy, evidence of the company’s current status, an apostille, and consular legalisation. Asking for the recipient’s written requirements at the outset can prevent rejection and repeated appointments.
How to notarise company resolutions: the practical process
The notary’s role is to establish the relevant facts carefully. They will not simply witness a signature without reviewing the company’s authority and supporting records.
1. Check what the overseas recipient requires
Start with the destination country, the organisation receiving the document and the purpose of the resolution. Confirm whether it needs to be an original signed resolution or a certified copy. Ask whether an apostille or consular legalisation is required after notarisation, and whether a translation is needed.
It is also sensible to obtain the recipient’s preferred wording. A bank may require the resolution to name specific account signatories and set out their individual or joint signing powers. A land registry may require a clear description of the property or transaction. Generic wording can be inadequate even where the resolution has been notarised correctly.
2. Prepare a valid resolution
The resolution must be properly passed under the company’s articles of association and applicable company law. Depending on the decision and the company’s constitution, it may be a board resolution, a written directors’ resolution, an ordinary shareholders’ resolution or a special resolution.
The document should identify the company by its full registered name and company number, state the date of the decision, record the decision with sufficient precision, and identify any person being authorised. It should also confirm who may sign the resolution or any related documents on the company’s behalf.
For a board resolution, the records should show that the meeting was quorate or that the written procedure was valid. If the company has a sole director, the articles and current company records need particular attention. A notary may need to see evidence that the sole director can make the relevant decision alone.
3. Provide the corporate evidence
A notary will normally need enough information to verify the company’s existence, current officers and signing authority. The documents required vary, but commonly include the certificate of incorporation, current Companies House information, the articles of association and the signed resolution.
Where authority is not clear from the resolution itself, supporting board minutes, shareholder resolutions, a power of attorney or other internal approvals may be required. For overseas use, it can also help to provide a recent certificate of good standing or equivalent corporate extract where available or requested.
The company’s legal name must be consistent throughout. Small discrepancies – such as an omitted “Limited”, an old registered address or a director’s name shown differently – can cause difficulties with foreign recipients. This is one reason why documents should be reviewed before they are signed.
4. Ensure the right person attends and signs
The person signing must be an authorised officer or representative. Often this is a director, but it could be a company secretary, attorney or another authorised signatory if the company’s records support that authority.
The notary will verify the signatory’s identity and may need to confirm their capacity through corporate documents and official registers. The signatory should bring valid photographic identification and proof of their residential address where requested. If they are signing under a power of attorney, the original or a properly certified copy of that power will usually be needed.
Where a document is unsigned, it is generally best to sign it in the notary’s presence. If it has already been signed, the notary will need to decide whether the required notarial act can still be completed. The answer depends on the wording of the notarial certificate and the receiving authority’s requirements.
5. The notarial certificate is completed
Once satisfied as to identity, corporate status, authority and execution, the notary will attach or endorse a notarial certificate. The certificate records the facts the notary is able to confirm, such as the identity and capacity of the signatory, the execution of the document, or that a copy has been certified as a true copy of an original presented.
The precise form matters. A certificate suitable for a notarised copy is different from one witnessing a director’s signature. A recipient may insist on particular wording, and some jurisdictions require a notarial certificate to be in a specific format.
Apostille and legalisation after notarisation
Notarisation is often only one stage of the process. If the resolution is intended for a country that is party to the Hague Apostille Convention, it may need an apostille from the UK authorities after the notary has signed it. The apostille confirms the authenticity of the notary’s signature and seal for use abroad.
If the destination country is not covered by the Convention, the document may require further legalisation through the relevant embassy or consulate. This can involve additional forms, fees, translations and country-specific requirements. Processing times vary, particularly where consular approval is involved.
Apostilles and legalisation do not correct an invalid resolution or missing authority. They authenticate the official signature already on the document. It is far more efficient to resolve drafting and evidence issues before submitting documents for authentication.
Can company resolutions be notarised remotely?
Remote online notarisation can be appropriate in some circumstances, particularly where directors are outside London or travelling. However, it is not automatically accepted by every overseas recipient, registry or consulate. The receiving party’s acceptance should be checked before choosing a remote process.
For documents requiring an apostille or consular legalisation, a wet-ink original may still be the safer route. A mobile appointment can also be practical where several directors need to sign together, confidential records need to remain at the company’s offices, or a transaction is time-sensitive.
Common reasons notarised resolutions are rejected
Most problems arise before the notarial appointment, not during it. A resolution may fail to identify the transaction clearly, give authority that is too vague, or be signed by an individual whose authority has not been evidenced. In other cases, the recipient requires an apostille but receives only a notarised document.
Using outdated company information is another frequent issue. Changes to directors, company names, registered offices or articles should be reflected accurately. Where a foreign bank provides a template, it should be checked against the company’s own constitutional documents rather than signed as a formality.
Preparing for a fast, reliable appointment
Send the draft resolution and the recipient’s instructions for review before arranging the appointment. Provide the relevant corporate documents, details of the proposed signatory and the destination country. This allows potential issues to be identified early and gives the notary an opportunity to advise whether certification, apostille, legalisation or translation is likely to be needed.
White Horse Notaries can assist with the notarisation of company resolutions and the onward authentication process, helping corporate clients obtain documents that are properly prepared for international use. For urgent transactions, early review is often the quickest way to avoid a last-minute refusal from an overseas bank, registry or counterparty.