CORPORATE DOCUMENTS
Board Resolution and Secretary’s Certificate Apostille
A board resolution apostille proves to a registry, bank or court abroad that your board authorized the act in question. We put the resolution into a form that can be notarized, usually a secretary’s certificate, and authenticate it for the destination, at your office and on your deadline.
Over 20 years in business · Thousands of documents processed · 600+ five-star Google reviews
BOARD RESOLUTIONS
Authority, properly proven
For corporate secretaries, legal teams and outside counsel
- Format chosen before anyone signs
- Secretary’s certificates and certified copies
- Apostille or embassy legalization
- Matched with the POA it authorizes
How we handle a board resolution apostille
A board resolution cannot be apostilled on its own merits. The apostille authenticates a Massachusetts notary’s signature, so the resolution must first be put into a form a notary can lawfully notarize. We choose that form with you, prepare it correctly and carry it through authentication.
- 1
We review the resolution and the request
Send us the resolution and the instructions from the office abroad. We confirm whether they want a secretary’s certificate, signatures of the directors, or a certified copy, and whether the resolution must travel with a power of attorney or other documents.
- 2
We choose the right format
Most foreign offices are best served by a secretary’s certificate attaching the resolution. When a page cannot be signed, such as a resolution adopted by written consent with no signature line, we prepare it as a certified copy or as an exhibit to a signed certificate.
- 3
We meet the secretary or directors
We come to your office anywhere in Greater Boston. The corporate secretary, assistant secretary or another authorized officer signs the certificate in our presence, and our certificate records the capacity in which they sign.
- 4
Apostille or legalization
We file in person with the Massachusetts Secretary of the Commonwealth, typically within 1–2 business days. For countries outside the Hague Convention, we continue through the U.S. Department of State and the embassy or consulate.
- 5
Delivered as a complete set
Scans of the completed documents are emailed to you before they ship. The originals go to your office, your counsel or directly to the registry agent abroad, assembled in the order the recipient expects.
Why foreign offices ask for a board resolution
Abroad, a registry, bank or court will rarely take an officer’s signature at face value. It wants evidence that the company’s board authorized the act. These are the transactions where we see board resolutions and secretary’s certificates most often.
Appointing an attorney-in-fact
Approving a power of attorney for local counsel, a representative or an agent, and naming who may sign it.
Forming a subsidiary or branch
Authorizing the formation, the capital contribution and the directors or managers of the new entity.
Opening bank accounts
Authorizing the account and naming the signatories, often with specimen signatures.
Appointing representatives
Naming a tax, VAT, regulatory or data-protection representative in another country.
Shareholder actions abroad
A parent company voting as shareholder of a foreign subsidiary, or approving a transfer of shares.
Litigation and contracts
Authorizing counsel to appear in foreign proceedings or an officer to sign a significant agreement.
From our recent work
Each matter below came from a Boston-area company or its counsel. Client details are kept confidential.
Turkey: a resolution with no signature line
A Cambridge biotech appointing a representative in Turkey needed two originals of a power of attorney and the board resolution that authorized it. The resolution page had no place for a signature, so it could not be notarized as a signed document. We prepared it as a certified copy. All three documents were apostilled the same day.
India: resolutions with Delaware charter documents
A precision-medicine company forming an Indian subsidiary needed its board resolutions apostilled alongside Delaware charter documents. The resolutions were notarized and apostilled in Massachusetts, while the Delaware certificates were ordered from Delaware and apostilled there, and the full set traveled together.
Argentina and Brazil: a Dutch company’s resolution
A Netherlands company needed a shareholder resolution apostilled for use in Argentina, as part of a set of corporate documents for Argentina and Brazil. Because the signature was notarized in Massachusetts, the apostille came from the Secretary of the Commonwealth, even though the company itself was organized abroad.
UAE: resolutions in a formation file
For a Waltham life-sciences consultancy forming an entity in the UAE, Massachusetts-notarized resolutions and an incumbency certificate traveled with Delaware formation documents. Because the UAE is outside the Hague Convention, every document went through state authentication, the U.S. Department of State, the UAE Embassy and the UAE Ministry of Foreign Affairs, in about six weeks, with status updates at each stage.
Need a resolution apostilled?
Send us the resolution and the instructions from abroad. We will recommend the format before anyone signs.
Secretary’s certificate, signed resolution or certified copy
There are three ways to put a board resolution in front of a Massachusetts notary, and they do not prove the same thing.
A secretary’s certificate is a statement signed by the corporate secretary or another authorized officer certifying that the attached resolution was duly adopted, is in full force and has not been amended. The notary notarizes the officer’s signature. Under Massachusetts corporate law, unless the bylaws or board designate another officer, the secretary or an assistant secretary is responsible for preparing minutes and for authenticating the corporation’s records (M.G.L. c. 156D, § 8.40). That is why foreign registries and banks so often ask for this format: it carries an officer’s certification that the resolution is genuine and current.
A resolution signed by the directors can be notarized directly, with each director acknowledging their own signature. It is persuasive but harder to arrange, because every director must appear before a notary, often in different cities.
A certified copy confirms only that the copy is a true, exact, complete and unaltered copy of the document the notary was shown. It does not confirm that the resolution was adopted. It is the right tool when the receiving office simply wants an authenticated copy, or when a page cannot be signed, but it is weaker evidence of authority than a secretary’s certificate.
If the instructions are unclear, we suggest the format most likely to be accepted and explain why, so your counsel can confirm it with the recipient.
Resolutions adopted by written consent
Many boards act by written consent rather than at a meeting. In Massachusetts, directors may act without a meeting only with the unanimous consent of the board, unless the articles or bylaws require a meeting, and the consent is filed with the corporate records (M.G.L. c. 156D, § 8.21). Delaware and other states have similar provisions, which your counsel will confirm.
A written consent is often signed electronically, by directors in different places, weeks before anyone asks for an apostille. Those signatures cannot be re-notarized after the fact. The practical answer is a secretary’s certificate attaching the consent, signed now by an officer in front of a notary. This is the most common way we authenticate resolutions for use abroad.
For an LLC, the equivalent is usually a written consent of the members or managers. Since many LLCs have no secretary, the certificate is signed by a manager or an officer the operating agreement authorizes. We confirm the signer’s title matches the company’s governing documents.
Which office authenticates which document
A single corporate file can need apostilles from more than one state. The deciding question is who signed the document, or which government office issued it.
| Document | Who authenticates it | Notes |
|---|---|---|
| Secretary’s certificate signed in Massachusetts | Massachusetts Secretary of the Commonwealth | Applies to Delaware and other out-of-state companies when the officer signs here |
| Resolution signed by directors in several states | Each state where a signature was notarized | We coordinate notaries in other states and plan the signing order |
| Certificate of incorporation, good standing, certified charter | The state that issued it, such as Delaware | See Delaware apostilles and good standing certificates |
| Any of the above, for a non-Hague country | State authentication, then the U.S. Department of State, then the embassy | Usually 4–6 weeks; see embassy legalization |
Mistakes that get a resolution rejected abroad
- Apostilling an unsigned resolution. The Secretary of the Commonwealth authenticates a notary’s signature, not a company’s document. An unsigned resolution must be made part of a signed certificate or certified as a copy first.
- A certificate signed by the wrong person. The secretary or assistant secretary is the natural signer. If another officer signs, their authority to certify records should be clear from the bylaws or the board.
- Names and titles that do not match. The officer named in the resolution, the power of attorney and the certificate should appear identically everywhere.
- A stale certification. Many registries want corporate certifications dated recently, often within three or six months. Ask the recipient, and sign the certificate close to filing.
- Missing exhibits. If the certificate refers to attached bylaws, a resolution or an incumbency schedule, every exhibit must be attached before notarization.
- Pages separated after the apostille. The apostille is attached to the complete document. Removing a page afterward can invalidate it.
- Overlooking the signer’s capacity. The notarial certificate must show that the officer signed for the company, using the representative-capacity wording in M.G.L. c. 222, § 15.
- Assuming one apostille covers everything. Each notarized document receives its own apostille. A resolution and a POA are two apostilles, even when they are stapled together in the client’s file.
Preparing a resolution and a power of attorney together?
We authenticate both in one visit and ship them as a matched set.
Delaware and out-of-state companies run from Massachusetts
Many Boston-area companies are Delaware corporations. That does not mean their resolutions need a Delaware apostille. A secretary’s certificate signed before a Massachusetts notary is apostilled by Massachusetts, wherever the company was formed. Only documents issued by the State of Delaware, such as a certificate of good standing or a certified copy of the charter, are apostilled by Delaware.
When a file needs both, we order and authenticate the Delaware documents while the Massachusetts certificate is being signed, so the two arrive together. When the secretary is in another state, that state apostilles the certificate, and we coordinate a notary there.
Translation and bilingual resolutions
Registries in Latin America, Europe and the Middle East frequently require a translation of the resolution, the secretary’s certificate and sometimes the apostille itself. Some accept a bilingual document prepared by local counsel; others require a translation made in the destination country by a sworn translator. Ask your local counsel which applies before the signing.
Where a U.S. certified translation is accepted, we provide certified translation as a corporate member of the American Translators Association, coordinated in the same order.
What to have ready
- The resolution or written consent, in final form
- The instructions or checklist from the office abroad
- The name and title of the officer who will sign the certificate
- The signer’s government-issued photo ID, with their name exactly as it appears
- Any document the resolution authorizes, such as a power of attorney, if it is being signed the same day
- Your deadline and the delivery address abroad
We are notaries and document specialists, not attorneys. We do not draft resolutions or advise on corporate approvals; your counsel decides what the board must authorize. We make sure the resolution is presented in a form that can be notarized and authenticated.
Related corporate services
- Corporate powers of attorney: often authorized by the resolution
- Officer and incumbency certificates: who holds each office
- Foreign subsidiary documents: forming an entity or branch abroad
- Corporate bank accounts abroad: account-opening documents
- Certificate of good standing: ordered and authenticated
- Delaware apostilles: for Delaware companies run from Massachusetts
- Corporate documents abroad: a checklist for legal teams
- Can a notary certify a copy?: what a certified copy proves
Official sources
- M.G.L. c. 156D, § 8.40: required officers and authentication of records
- M.G.L. c. 156D, § 8.21: action by directors without a meeting
- M.G.L. c. 222, § 15: Massachusetts notarial certificate forms
- Massachusetts Secretary of the Commonwealth: apostille and certification information
- U.S. Department of State: authenticating documents for use abroad
- Hague Conference: Apostille Convention member countries
Requirements change, and the receiving office always has the final word. We link to official sources so you can check the current rules yourself.
Frequently asked questions
Can a board resolution be apostilled?
Yes, once it is in a form a notary can notarize. The usual route is a secretary’s certificate attaching the resolution, signed by an officer before a Massachusetts notary and then apostilled by the Secretary of the Commonwealth. A certified copy is another option when the recipient accepts it.
What is a secretary’s certificate?
A statement signed by the corporate secretary, or another authorized officer, certifying that an attached resolution or other corporate record is genuine, was duly adopted and remains in effect. The notary notarizes the officer’s signature, and the apostille authenticates the notary.
Do all directors have to sign in front of a notary?
No, not if a secretary’s certificate is acceptable. A single officer certifies the resolution, which avoids gathering every director before a notary. Some recipients do ask for directors’ signatures, and we can coordinate notaries in other locations when they do.
Our resolution was signed electronically. Can it still be used abroad?
Yes. Electronic signatures on a written consent cannot be notarized after the fact, but an officer can sign a secretary’s certificate attaching the consent, and that certificate is notarized and apostilled.
Our company is a Delaware corporation. Which state issues the apostille?
The state where the notarization took place. A secretary’s certificate signed in Massachusetts is apostilled by Massachusetts. Documents issued by Delaware itself, such as a good standing certificate, are apostilled by Delaware.
How long does a board resolution apostille take?
We file in person with the Secretary of the Commonwealth, typically within 1–2 business days of the signing, and same day has been achieved when a deadline required it. Non-Hague countries require embassy legalization, which usually takes 4–6 weeks.
Is a certified copy of a resolution enough?
Sometimes. A certified copy proves the copy matches the document the notary saw, not that the board adopted it. Many registries and banks prefer a secretary’s certificate, so confirm with the recipient.
Who signs the certificate for an LLC?
Usually a manager, managing member or an officer authorized by the operating agreement, since many LLCs have no secretary. The title used should match the company’s governing documents.
Can you draft the resolution or the secretary’s certificate?
No. We are notaries, not attorneys. Your counsel prepares the documents; we review the execution and notarial details and flag anything that would prevent authentication.
Can the resolution and the power of attorney be done in one visit?
Yes. We regularly notarize the secretary’s certificate, the power of attorney and multiple originals in a single visit, then apostille each document and ship the set together.
Need a board resolution apostilled?
Send us the resolution, the destination country and your deadline.