Which company documents need to be notarised?

The most commonly notarised company documents include Certificates of Incorporation, Articles of Association, Board Resolutions, Powers of Attorney for foreign representatives, Certificates of Good Standing, Shareholder Registers, and Director Authorisations. The specific documents required depend on the destination country and the purpose of the transaction.

Do I need to notarise documents for setting up a company abroad?

In most cases, yes. When setting up a company or branch office in another country, the foreign authorities will typically require authenticated evidence that the parent company exists and that the person acting on its behalf has proper authority. This usually means notarised and apostilled copies of incorporation documents, board resolutions, and Powers of Attorney.

Can a company secretary or director attend the notary appointment?

Yes, but they must bring proof that they are authorised to act on behalf of the company. This typically includes a board resolution authorising the specific transaction, their personal identification (passport and proof of address), and company identification documents. The notary must verify both their personal identity and their authority to act for the company.

Company Formation Documents That Need Notarisation

When an Irish company expands internationally — whether setting up a subsidiary, opening a branch office, entering into contracts, or forming partnerships abroad — a range of corporate documents will need to be notarised for use in the destination country. This guide identifies the most commonly required documents and explains the notarisation process for corporate clients.

Why Corporate Documents Need Notarisation

When a foreign authority, business partner, or legal entity needs to verify that an Irish company exists and that a specific person is authorised to act on its behalf, they require authenticated documents. In the domestic Irish context, a simple CRO printout might suffice. But internationally, foreign authorities need the additional assurance that notarisation and apostille provide.

Notarisation of corporate documents serves several purposes:

Proving existence: Confirming that the company is validly incorporated and in good standing
Proving authority: Confirming that the person acting on behalf of the company has proper authorisation
Proving identity: Verifying the identity of the individuals involved
Meeting foreign regulatory requirements: Many countries require notarised corporate documents for company registration, bank account opening, and contract execution

Documents That Commonly Need Notarisation

Certificate of Incorporation

The Certificate of Incorporation issued by the Companies Registration Office (CRO) is the foundational document proving that a company exists. A notarised and apostilled copy is almost always required when setting up operations abroad.

Articles of Association / Constitution

The company's constitution (formerly Memorandum and Articles of Association) sets out the company's objects and governance rules. Foreign authorities may require a notarised copy to understand the company's powers and structure.

Board Resolutions

A board resolution is a formal decision of the company's board of directors. Common resolutions that need notarisation include:

Resolution authorising the opening of a foreign subsidiary or branch
Resolution appointing a person to act on behalf of the company abroad
Resolution authorising the execution of specific contracts
Resolution approving share transfers or investments

Power of Attorney

A corporate Power of Attorney authorises a specific person to act on behalf of the company in a foreign jurisdiction. This is one of the most commonly notarised corporate documents. The PoA should specify:

The full details of the company granting the power
The identity of the person being authorised (the attorney)
The specific powers being granted
Any limitations or conditions on the powers
The duration of the authority

Certificate of Good Standing

A Certificate of Good Standing (or Certificate of Compliance) confirms that the company is up to date with its CRO filings and is not in the process of being struck off. This is often required by foreign banks, regulatory authorities, and business partners.

Shareholder Register and Share Certificates

Documents showing the ownership structure of the company may need to be notarised, particularly for AML purposes in the destination country.

Director and Secretary Details

CRO printouts showing current directors and company secretary may need to be notarised.

The Notarisation Process for Corporate Documents

Identify required documents: Confirm with the foreign authority exactly which documents they need
Prepare the documents: Obtain current versions from the CRO and prepare any new documents (resolutions, PoAs) as needed
Book an appointment: Contact Hugh Phelan's office to arrange the notarisation
Attend with proper authorisation: The person attending must bring:
- Personal ID (passport and proof of address)
- Board resolution authorising them to act
- Company documents to be notarised
Notarisation: The notary will verify identity, review documents, witness signatures if required, and apply the notarial seal
Apostille: Submit notarised documents to the Department of Foreign Affairs for apostille

AML Requirements for Corporate Clients

The anti-money laundering requirements for corporate clients are more extensive than for individuals. The notary must:

Verify the identity of the person attending on behalf of the company
Verify the company's existence and legal status
Identify the beneficial owners of the company (persons who ultimately own or control more than 25% of the shares or voting rights)
Understand the nature and purpose of the transaction

Preparing this information in advance will ensure a smooth and efficient appointment.

Common Destination Countries

Hugh Phelan regularly handles corporate document notarisation for use in:

EU member states — Germany, France, Spain, Italy, Netherlands, etc.
United States — for Delaware incorporations and US business operations
Middle East — UAE, Saudi Arabia, Qatar
Asia — Singapore, Hong Kong, Japan, China
United Kingdom — post-Brexit corporate requirements

Get Your Corporate Documents Notarised

Hugh Phelan, Solicitor and Notary Public in Douglas, Co. Cork, provides efficient corporate notarisation services. With experience across dozens of jurisdictions, he can ensure your documents meet the specific requirements of your destination country.

Contact us at 021-489-7134 or info@phelansolicitors.com, or book an appointment online.