Blog

Expanding abroad: the Canadian corporate documents you will need apostilled

The foreign lawyer sends a list. Certificate of good standing, articles, a board resolution, a power of attorney for the local representative, an incumbency certificate, "all duly apostilled." It looks like an afternoon of paperwork. In practice it is four or five documents that belong to two or three different authorities, half of which cannot be apostilled until a notary has seen them first.

Get the order wrong and you lose weeks. Get one company name wrong and the foreign registry sends the whole file back. This guide sets out what we see on every corporate file leaving Canada: which documents go direct, which need a notary first, which authority handles each one, and the sequence that gets your entity opened on time.

In short: government registry records (certificate of status, certificate of incorporation, certified extracts) usually go straight to the apostille authority. Anything your company signs itself (resolutions, incumbency certificates, powers of attorney) is notarized first. Each document goes to the authority of the place where it was issued or notarized, not where your head office is.

When a Canadian company is asked for apostilles

Four situations account for almost every corporate file we handle:

  • Opening a subsidiary or branch abroad. The foreign registry wants proof that the parent company exists, is in good standing, and has authorized the new entity and the person who will sign for it.
  • Opening a bank account in another country. Know-your-customer rules make foreign banks ask for the same proof, plus who controls the company and who may sign.
  • Appointing a distributor or registering products with a foreign regulator. A letter of authorization, a distribution agreement, and often a government export certificate. If your products are regulated by Health Canada, our guide to apostilling Health Canada export certificates covers that piece.
  • Bidding on a foreign tender or signing a contract that requires it. The contracting authority wants authenticated proof of existence and of the signatory's authority.

The documents overlap heavily from one situation to the next, which is good news: once you know how each category travels, every future file follows the same pattern.

Two families of documents, two routes

Every corporate document falls into one of two families, and the family decides whether a notary comes first.

Government registry records carry the signature of a registrar or an official whose signature the apostille authority already has on file. Certificates of status (also called good standing or compliance), certificates of incorporation, amalgamation or continuance, and certified copies of filed articles all belong here. They usually go straight to the apostille authority, with no notary.

Privately signed corporate documents carry the signature of one of your own officers or directors. Board and shareholder resolutions, incumbency certificates, secretary's certificates, corporate powers of attorney, declarations and registers prepared by your lawyer all belong here. The apostille authority has no way to recognize your CFO's signature, so a Canadian notary certifies it first, and the apostille then certifies the notary.

Document Notary first? Typical issuer
Certificate of status or good standing Usually no Corporate registry
Certificate and articles of incorporation Usually no Corporate registry
Certified registry extract Usually no Corporate registry
Board or shareholder resolution Yes Your company
Incumbency or secretary's certificate Yes Your company
Corporate power of attorney Yes Your company
Register of directors or shareholders Yes Your company or lawyer

One practical note on registry records: order the certified version from the registry, the one with the registrar's signature. A printout of an online search result or a screenshot of the registry page is not a public document and will not be apostilled as one. Ontario adds a second condition: its authority works with hard copies only and does not authenticate electronic documents.

Which authority handles which document

The single most common misunderstanding on corporate files: the authority is decided by where the document was issued or notarized, never by where your head office sits.

  • Federal corporations (incorporated under the Canada Business Corporations Act): the certificate from Corporations Canada is a federal document, apostilled by Global Affairs Canada. Global Affairs has no rush lane outside genuine emergencies, so plan on several weeks.
  • Québec: records from the Registraire des entreprises and anything signed before a Québec notary go to the Ministère de la Justice du Québec, at $66.50 per document. A Québec notary's signature is verified with the Chambre des notaires before the apostille, so allow for that step.
  • Ontario: Official Documents Services (ODS) at 777 Bay Street in Toronto. Ontario business registry documents issued since 1991 can be authenticated without notarization, at $32 per Ontario government document and $16 per notarized document. Mail-in requests take up to 15 business days; the counter is faster. Our guide to ODS at 777 Bay Street has the details.
  • British Columbia, Alberta and Saskatchewan: each province's own authority, often working from a notarized certified true copy.
  • All other provinces and territories: Global Affairs Canada.

So a federal corporation headquartered in Montréal, signing its resolution before a Montréal notary, sends its file through two authorities at once: Global Affairs for the Corporations Canada certificate and the Ministère de la Justice for the notarized resolution. Run them in parallel, not one after the other. Our overview of who can apostille a document in Canada walks through all six authorities.

The documents the Apostille Convention does not cover

The Convention expressly excludes documents dealing directly with commercial or customs operations. In practice that means commercial invoices, certificates of origin and similar shipping paperwork. Even when the destination is a Hague country, those usually go through a chamber of commerce and, for some countries, consular legalization.

If your foreign partner asks for an "apostilled certificate of origin," the request itself needs a second look. We flag it at pre-check and build the right chain for that document alongside the apostilles for the rest.

When the destination is not a Hague country

Several important markets for Canadian exporters, the United Arab Emirates and Vietnam among them, are not parties to the Apostille Convention. For those, there is no apostille. The document is authenticated by the Canadian authority and then legalized by the destination country's embassy or consulate in Canada, which sets its own fees, formats and appointment rules.

The notary-first rule still applies, and the timeline is longer because the embassy step comes after the Canadian one. Our United Arab Emirates country page shows what a full legalization chain looks like.

The traps that send corporate files back

One company, two names. Québec companies often carry a French name and an English version, and a federal corporation may have both forms in its articles. If the resolution says "Acme Technologies Inc." and the certificate of status says "Technologies Acme inc.," a foreign registry may treat them as two different companies. Use the exact registered name, in the same form, on every document you sign.

A stale certificate of status. Many foreign registries and banks want a certificate issued within the last three to six months, and some count from the date of the apostille. Order it last, after the resolutions and powers of attorney are signed and notarized.

A resolution the foreign lawyer did not approve. The wording of a resolution or power of attorney matters to the receiving registry: the powers granted, the name of the representative, sometimes a bilingual format. Have the foreign lawyer approve the draft before your directors sign it. Re-signing after the apostille means paying for the notary and the apostille twice.

A signatory who is out of the country. A notary certifies a signature made in front of them. If a director is travelling, plan the signing around their schedule, or confirm whether the foreign lawyer accepts a different officer as signatory.

Translating too early. The apostille certifies the Canadian document as it is. Translation usually comes after, at the destination, by a translator the receiving office recognizes. Our guide on translation before or after the apostille explains why.

The order that works

  1. Get the exact document list, format and freshness rule from the foreign lawyer, bank or registry, in writing
  2. Have the foreign lawyer approve the drafts of every resolution, certificate and power of attorney
  3. Directors and officers sign in front of a Canadian notary, using the exact registered company name
  4. Order the certified registry records last, so the certificate of status is as recent as possible
  5. Send each document to its own apostille authority, in parallel
  6. For a non-Hague destination, take the authenticated documents to the embassy for legalization
  7. Translate at the destination if the receiving office asks for it
  8. Courier the originals to the foreign lawyer or bank, tracked door to door

What it costs

Government fees are set by each authority and passed through at cost: $66.50 per document in Québec, $32 per Ontario government document and $16 per notarized document in Ontario, with fees varying for the other authorities and for embassies on legalization files. Notary fees are separate.

Our service fee for a one-off file is $139 per submission, plus $70 for each additional authority the file needs. Companies that send documents every month can open an export desk: $99 per document, a $300 monthly minimum, government fees at cost, and one statement a month for the accounting team. International return is by DHL Express at a fixed rate, for example $140 to Europe or the United Kingdom and $170 to Latin America.

Our cost guide prices out complete files if you want to see the arithmetic.

Where we fit

We are a document-services company, not a law firm. We do not advise on how to structure your foreign entity or which documents the foreign registry legally requires; that belongs to your lawyer in the destination country. What we do is run the authentication chain: confirm which authority each document belongs to, coordinate the signing with a partner notary, submit to every authority in parallel, track each step, and deliver the apostilled originals to your foreign lawyer or bank anywhere in the world.

Start with the free pre-check: send us the foreign lawyer's list and we confirm the routing, the notary steps and the refusal risks in writing before you pay anything. Our corporate and commercial documents page sets out the routes at a glance, and the full-service page covers what we take off your hands.

Verified November 2026. Government fees, processing times and the requirements of foreign registries and banks change without notice. Confirm the document list, format and freshness rule with the receiving office or your lawyer in the destination country.

Lire cet article en français : Expansion à l'étranger : les documents d'entreprise canadiens à faire apostiller

Common questions
Can a certificate of status be apostilled without a notary?
Usually yes. A certificate of status, a certificate of incorporation or a certified registry extract is a government record carrying an official signature, so it normally goes straight to the apostille authority. Ontario states that business registry documents issued since 1991 can be authenticated without notarization. The authority is set by the registry that issued it: Corporations Canada for federal corporations, the Registraire des entreprises for Québec, and so on.
Why does a board resolution need a notary first?
A resolution, an incumbency certificate or a corporate power of attorney is signed by an officer of your company, not by a government official. The apostille authority can only certify a signature it has on file, so a Canadian notary first certifies the officer's signature, and the apostille then certifies the notary.
Can commercial invoices and certificates of origin be apostilled?
Generally no. The Apostille Convention does not apply to documents dealing directly with commercial or customs operations. Those usually go through a chamber of commerce and, for some destinations, consular legalization instead.
How recent does a certificate of status need to be?
The receiving bank, registry or lawyer decides. Many ask for a certificate issued within the last three to six months, and some count from the date of the apostille. Order the status certificate last, after the resolutions and powers of attorney are signed, so it is as fresh as possible on filing day.
Does the province where our head office is located decide the authority?
No. Each document goes to the authority of the place where it was issued or notarized. A federal corporation headquartered in Montréal has its Corporations Canada certificate apostilled by Global Affairs Canada, while the resolution signed before a Québec notary goes to the Ministère de la Justice du Québec. One company file often travels through two authorities in parallel.

← All articles