A foreign bank, registry, buyer or government authority may reject perfectly valid UK company paperwork if it has not been certified in the format it expects. Knowing how to certify company records before documents are signed or sent abroad can prevent missed completion dates, delayed payments and repeated courier costs.
The correct process depends on three things: the document itself, the country where it will be used and the receiving organisation’s instructions. A Companies House filing, a board resolution and a power of attorney may each require a different route. Certification is therefore not simply a stamp – it is evidence that the copy, signature, authority or corporate status can be relied upon overseas.
What does it mean to certify company records?
Company records are documents that prove a company’s existence, structure, decisions or authority to act. They commonly include certificates of incorporation, memoranda and articles of association, registers of directors and shareholders, board minutes, written resolutions, certificates of good standing, bank mandates, contracts and corporate powers of attorney.
To certify a record usually means confirming that a copy is a true copy of the original, or confirming that a document has been properly signed by an authorised person. For international use, the recipient will often require a notary public to perform this certification. The notary checks the relevant evidence, verifies identity and capacity where appropriate, and attaches a notarial certificate and seal.
This is different from confirming that every statement in the document is factually correct. A notary may certify a copy or witness execution, but does not normally audit the company’s commercial affairs. The scope of the notarial certificate must match what the overseas recipient needs.
Start with the receiving authority’s requirements
Before arranging certification, ask the overseas recipient precisely what it requires. This is the most useful step because the word “certified” can mean different things in different jurisdictions.
For example, an overseas bank may ask for a notarised copy of the certificate of incorporation, current director details and a board resolution approving account opening. A land registry may instead require an original corporate power of attorney signed in the presence of a notary. A trading partner may accept a solicitor-certified copy, while a government department may insist on notarisation followed by an apostille or consular legalisation.
Obtain written instructions where possible. Check whether the recipient needs originals or copies, whether documents must be recent, whether a particular form of wording is required, and whether legalisation is needed after notarisation. It is also worth asking whether electronically signed or electronically notarised documents are acceptable. Many organisations now accept digital processes, but acceptance remains country- and institution-specific.
Check who has authority to act for the company
A notary must be satisfied that the person signing on the company’s behalf has authority to do so. This is often straightforward, but it should not be assumed merely because someone is a director or shareholder.
The starting point is the company’s constitutional and current information: its certificate of incorporation, articles of association and up-to-date Companies House details. The notary may also need to see the register of directors, register of members, a board resolution or written shareholder resolution. Where a company is part of a group, evidence may be needed to show the relationship between the parent and subsidiary entities.
The resolution should identify the transaction or document, name the authorised signatory or signatories, and state how they may execute it. It should be dated and properly approved under the company’s articles and applicable law. A generic authority can sometimes be enough, but a transaction-specific resolution is often safer for high-value property, banking, finance or cross-border matters.
If the signer is acting under a corporate power of attorney, provide the original power, evidence it remains in force and, where relevant, proof that it was validly granted. These checks protect the company as well as the overseas recipient.
Prepare the right documents for certification
Good preparation makes an urgent appointment much quicker. Bring or send clear copies of the documents to be certified, together with the originals where they exist. If the document is an official online filing or extract, retain the source version and any verification details available from the issuing authority.
The signatory will usually need valid photographic identification, such as a passport, and proof of residential address. For a corporate matter, the notary will also require supporting company papers and may request information about the purpose of the transaction, the destination country and the ultimate recipient.
For overseas use, do not amend a resolution, certificate or power of attorney after it has been notarised. Even a small change can invalidate the certification and require the document to be executed again. If translations are needed, establish whether the recipient requires a sworn or certified translation and whether that translation must be attached to the notarial certificate.
Certifying copies of company documents
Where the recipient needs a copy rather than an original, the notary compares the copy against the original or reliable source document. The notarial certificate will state that the attached copy is a true copy of the document produced.
This route is common for incorporation records, constitutional documents, passports of directors, registers and existing signed agreements. It is practical where the company needs to keep the original records safely held, but it will not satisfy a recipient that expressly requires an original document or a fresh official extract.
Notarising corporate signatures and resolutions
When a director, company secretary or attorney must sign a new document, the notary verifies the person’s identity and authority, witnesses the signature where required, and completes the notarial formalities. The company should ensure the signing method accords with its articles and the resolution authorising the transaction.
Some documents require two authorised signatories, while others may be signed by one director in the presence of a witness. Overseas counterparties often impose their own formalities as well. Confirm these before anyone signs, particularly if documents are being circulated between several countries.
When an apostille or legalisation is required
Notarisation may be only the first stage. If the destination country is party to the Hague Apostille Convention, the notarial signature and seal may need an apostille. The apostille confirms the authenticity of the notary’s signature and capacity for use in that country.
If the country is not covered by the Apostille Convention, the document may need consular legalisation. This can involve additional authentication and processing by the relevant embassy or consulate. Timescales and requirements vary, and some consulates insist on particular wording, translations or supporting papers.
Do not order an apostille simply because the document is going abroad. Some recipients need only notarisation, while others need an apostille on an original public document rather than a notarised copy. The receiving authority’s instruction remains decisive.
Common problems that cause avoidable delay
The most frequent issue is incomplete evidence of authority. A director may be listed at Companies House, yet the articles or board resolution may require another signature. Another common problem is using an old company extract when a bank requires documents issued within the previous three or six months.
Documents can also fail because names are inconsistent. A company name may have changed, a director’s passport may show a middle name omitted from the resolution, or a foreign recipient may require the company’s registered number on every corporate record. Small discrepancies should be addressed before certification.
Finally, avoid assuming that a scan is interchangeable with an original. A scanned document may be acceptable for an early review, but the recipient may later request a wet-ink original, a notarised hard copy or a document bearing an apostille. Clarifying this at the start protects the timetable.
Getting urgent corporate documents certified
When a completion date, shipment, overseas account opening or filing deadline is close, send the full document pack for review before the appointment. This allows potential authority gaps, translation needs and legalisation requirements to be identified early.
M M Karim Notary Public London can assist with corporate document certification, notarisation and the onward apostille or legalisation process, with office, mobile and remote options where suitable and accepted. Urgent appointments can be arranged subject to the documents being in order and the destination country’s requirements.
The most reliable approach is simple: secure the foreign recipient’s written requirements, assemble current company evidence, confirm signing authority, and obtain the required notarial and legalisation steps before documents leave the UK. A short check at the beginning can save a business a costly international delay later.