A foreign bank, registrar or property lawyer may accept the wording of your shareholder resolution but still refuse to act until it is formally notarised and, in some cases, apostilled or legalised. Knowing how to notarise shareholder resolutions overseas before the document is signed can prevent a stalled acquisition, delayed company formation or rejected filing.
The key point is that notarisation is not simply a stamp on a company document. A notary must be satisfied about the identity and capacity of the person signing, the company’s existence and the authority under which the resolution is being executed. The receiving country’s requirements then determine whether further authentication is needed.
Start with the overseas recipient’s exact requirements
Ask the overseas authority, lawyer, bank or registry what it requires before arranging an appointment. A request for a “notarised resolution” can mean different things in different jurisdictions. It may require a notarial certificate confirming a director’s signature, a certified copy of a signed resolution, or a notarial act recording that the signatory had authority to execute it for the company.
Clarify whether the resolution must be an original, whether it must be signed in wet ink, whether a company seal is required and whether it must be issued within a specified period. Some recipients also prescribe wording for the notarial certificate or require a local-language translation.
This matters because a document may be perfectly valid under UK or Irish company law yet not meet the formal evidence requirements of a foreign institution. Obtaining clear written instructions at the outset is usually the quickest way to avoid repeat appointments and courier costs.
Check what the resolution actually authorises
A shareholder resolution records the decision of the company’s members. It may approve a share transfer, appoint or remove a director, authorise an overseas investment, approve borrowing, open a foreign bank account or permit the company to purchase property abroad.
Before notarisation, check that the document reflects the company’s constitutional documents and the correct level of approval. Depending on the matter, it may need to be an ordinary resolution or a special resolution. It may also need to be supported by a board resolution, particularly where a director will sign contracts, powers of attorney or closing documents on the company’s behalf.
A notary does not replace the company’s solicitor or provide an audit of every underlying corporate decision. However, where authority is unclear, notarisation may not be possible until the relevant evidence is produced. It is therefore sensible to have the corporate paperwork reviewed before arranging execution.
Written resolutions and meeting minutes
Many private companies pass shareholder resolutions in writing rather than at a general meeting. This can be convenient where shareholders are in different countries, but the document should clearly identify the company, the resolution, the shareholders entitled to vote, the approval threshold and the date on which it took effect.
If the resolution was passed at a meeting, the overseas recipient may instead ask for certified minutes or a certified extract of the minutes. Do not assume that a copy labelled “true copy” will be sufficient. The recipient may require the copy to be certified by a director, secretary, solicitor or notary, with particular wording.
Gather the documents a notary will need
The person attending should bring original, current photographic identification, such as a passport or driving licence, along with proof of residential address where requested. This is standard identity and anti-money laundering procedure.
For a company resolution, the notary will normally also need evidence of the company’s identity and signing authority. The precise requirements depend on the company, the document and the destination country, but useful documents commonly include:
- the current certificate of incorporation and, where relevant, a certificate of name change;
- up-to-date company registry information showing directors and officers;
- the memorandum and articles of association, or equivalent constitutional documents;
- the shareholder resolution and any supporting board resolution;
- a register of members or other evidence confirming the shareholders and voting rights; and
- the overseas recipient’s written instructions, including any required form of notarial wording.
Where a director signs under a power of attorney, bring the original power of attorney and evidence that it remains valid. If the company is part of a group, additional holding-company approvals may be needed. These are not mere formalities: the notary must be able to establish the chain of authority with confidence.
Arrange for the right person to sign
The individual signing must have authority under the company’s constitution, the resolution and any supporting board decision. That person may be a director, company secretary, authorised signatory or attorney, but their title alone does not always answer the question.
For example, a shareholder resolution may approve an overseas property purchase, while a separate board resolution authorises a named director to execute the purchase documents. If the foreign lawyer asks for notarised evidence of the director’s authority, both documents may need to be produced, and sometimes both need to be notarised or certified.
Do not sign in advance unless you have been told this is acceptable. In many cases, the notary needs to witness the signature in person. The document should be complete before signing, with no blank spaces, missing schedules or undated pages. Any alteration should be explained and, where appropriate, initialled by the signatory.
What happens at the notarial appointment?
At the appointment, the notary will verify the signatory’s identity, assess their understanding of the document and review the relevant company evidence. The notary will confirm the capacity in which the person is signing and may ask questions about the transaction, the company and the intended overseas use.
The signatory will then sign in the notary’s presence if witnessing is required. The notary attaches or endorses a notarial certificate, signs it and applies the official seal. The form of certificate will depend on what the receiving authority needs. It may attest to the signature, certify a copy, or confirm that specified corporate records were produced.
This process provides reliable evidence for foreign use, but it should not be treated as a guarantee that the overseas transaction itself is legally effective. Local legal advice may still be needed on matters such as land registration, tax, foreign investment controls or banking rules.
Decide whether an apostille or legalisation is required
Notarisation is often only the first stage. If the document is being used in a country that participates in the Hague Apostille Convention, the notarial signature and seal may need an apostille. This is a certificate issued by the competent authority that authenticates the notary’s signature for international use.
If the destination country is not part of the Apostille Convention, the document may require legalisation instead. This can involve authentication through government channels and the embassy or consulate of the destination country. The sequence matters. Sending a document to an embassy before the required apostille or prior authentication can cause avoidable delay.
It also depends on the recipient. A multinational bank may accept an apostilled notarial certificate, while a local registry could demand consular legalisation, translation or documents issued within the last three months. Written confirmation from the recipient remains the safest approach.
Plan for timing, translation and originals
Allow sufficient time for each stage, particularly where an apostille, embassy legalisation or certified translation is needed. The document may have to travel between several authorities, and overseas completion dates can be unforgiving.
If a translation is required, establish whether the recipient accepts a translation prepared after notarisation or expects both the original and translation to be notarised. In some cases, the translator’s signature must be notarised; in others, the notary certifies a copy of the original while the translation is handled separately.
Keep a clear record of what has been signed, notarised and sent abroad. Retain scans for your corporate records, but remember that foreign authorities frequently require the original sealed document. Avoid separating a notarial certificate from the document it relates to, as this may undermine its acceptance.
For companies in Northern Ireland and the wider UK-Ireland legal environment, early preparation makes an overseas corporate signing far more manageable. A specialist notary can identify the evidence likely to be required, arrange proper execution and guide the document through apostille or legalisation where necessary. If the transaction has a fixed completion date, provide the foreign recipient’s instructions and the full corporate document pack as early as possible – that gives everyone the best chance of getting it right first time.