The Tender Bundle: What an Irish Notary Can and Cannot Authenticate

The notary certifies what he personally did and saw, not the underlying truth of a document.

• (i) Certificate of incorporation. A notary may certify a copy only against an original produced to him. A photocopy of a photocopy tells him nothing about the original, so this item must be declined as presented. Two lawful routes exist: the company obtains an official certified copy from the Companies Registration Office, which can go to authentication without any notarial step; or the bank releases the original and the notary certifies the copy as a true copy of the original inspected by him on a stated date, recording the number of pages.
• (ii) Board resolution. He may attest that the finance director appeared before him, was identified, and signed the resolution in his presence in his stated capacity as director. He may not certify that the resolution was validly passed, that the meeting was properly convened, or that the director was authorised - those are matters of company law and internal governance for the company's solicitors.
• (iii) Texas declaration. He has no function at all. An Irish notary cannot authenticate another notary's act, and an apostille already issued in Texas cannot be re-issued in Dublin.

The chain has a fixed order, and the notary is only the first link.

1. Notarial act - the notary executes the certificate and affixes his seal.
2. Apostille or authentication by the Department of Foreign Affairs and Trade - under the 1961 Convention the Competent Authority for Ireland is the Department, not the notary. Even for a Contracting Party the notary never issues the apostille himself; he explains where the document must go.
3. Consular legalisation - the receiving State is not a Contracting Party, so an apostille would have no effect there. The Department authenticates the notary's signature and seal; the embassy or consulate of the receiving State in Dublin then legalises that authentication.

Practical consequences: the three-day deadline is the client's real risk, not the notarial step. The notary should give written notice of the sequence, note that a Companies Registration Office copy needs no notarial step, warn that translations or prior steps by the receiving State's own ministry may be required, and expressly decline to promise that the chain will be complete in time.

He should refuse the request and say plainly why, preferably in writing.

A certificate that a resolution 'is valid and binding' is an opinion on company law and on internal authority. The notary has not seen the articles of association, the register of directors, the notice of meeting or evidence of quorum, and he is not retained to advise the company. Certifying beyond his own act creates liability and misleads the receiving authority - precisely what the apostille and legalisation system exists to prevent.

Acceptable scope: the identity of the signatory; that the signatory appeared personally before the notary at a stated place and date; that the document was signed in his presence; how identity was established; that the signatory signed in the capacity stated; and that the nature of the act was explained.

Wording should be descriptive and dated, for example: 'On 4 March 2025 at Dublin, before me, A.N. Other, Notary Public, personally appeared C.D., whom I identified by passport number …, and who signed the foregoing resolution in my presence in his capacity as director of the company.' If the tender genuinely requires an opinion on validity, the client needs a solicitor's or counsel's opinion - a different product from a notarial certificate.