Notarisation of Commercial Documents for Use in Mainland China

Introduction

Cross-border business between Hong Kong and Mainland China frequently requires commercial documents to be formally authenticated for acceptance by Mainland authorities. Whether the document is a power of attorney to execute a transaction, a corporate resolution, an agreement to be filed with a PRC government body, or a certificate to support a court proceeding, Hong Kong notarisation followed by the appropriate authentication process is typically required.

The Authentication Chain for Mainland China

Unlike countries that are parties to the Apostille Convention (which Hong Kong joined in 2023), the Apostille Convention does not apply between Hong Kong and Mainland China as they are both part of the same sovereign state. Instead, documents from Hong Kong intended for use on the Mainland must go through the following authentication process:

1. Notarisation by a Hong Kong notary public: The document is authenticated by a notary public admitted to practice in Hong Kong
2. Authentication by the China Legal Service (HK) Ltd (CLSHK): CLSHK acts as the authorised agent in Hong Kong for the China Notary Service Centre, verifying the notary's seal and signature
3. Further authentication by the Mainland authority: Depending on the purpose and the Mainland authority receiving the document, further steps may be required once the document is received in the Mainland

This authentication chain is separate from the apostille process applicable to documents being sent to foreign countries.

Types of Commercial Documents Commonly Notarised

Commercial documents frequently requiring notarisation for Mainland use include:

• Powers of attorney (for company registration, property transactions, court proceedings)
• Corporate documents (certificates of incorporation, memoranda and articles of association, company extracts)
• Directors' resolutions and board minutes
• Contracts and agreements
• Declarations of identity, status, or shareholding
• Certificates of good standing
• Affidavits and statutory declarations

The Role of the Hong Kong Notary Public

A notary public in Hong Kong is a qualified legal professional, distinct from a solicitor, who is authorised to authenticate and certify documents for international use. Notaries public hold a practising certificate issued under the Notaries Public Ordinance (Cap. 11) and are regulated by the Faculty of Notaries of the High Court.

In the context of Mainland authentication, the notary public's role is to:

• Verify the identity of the signatory
• Confirm the authenticity of signatures and the execution of documents
• Certify copies of original documents
• Where required, translate or certify translations of documents

Practical Considerations

Original Documents

Mainland authorities typically require notarised originals or certified copies rather than scanned documents. Ensuring that original documents are available before commencing the notarisation process is important.

Corporate Signatories

Where a document is signed on behalf of a company, the notary will require evidence of the signatory's authority (e.g., a board resolution) as well as the company's constitutional documents. This often requires the preparation of a bundle of corporate documents to be notarised together.

Translations

Documents in English may need to be accompanied by a certified Chinese translation for acceptance by Mainland authorities. Some authorities accept bilingual documents; others require a single-language Chinese version. Our team can advise on the specific requirements of the Mainland authority concerned.

Timing

The full authentication process — notarisation, CLSHK authentication, and any further steps on the Mainland — can take several weeks. For time-sensitive transactions, early engagement with your notary is advisable.

How Alan Wong LLP Can Assist

Alan Wong LLP's notarial services team assists businesses and individuals with the full range of commercial notarisation requirements for use in Mainland China. We prepare and notarise documents, coordinate the CLSHK authentication process, advise on translation requirements, and where necessary, liaise with Mainland counsel on the specific requirements of the relevant authority. Our bilingual capabilities make us well-placed to serve clients with documents requiring authentication in both English and Chinese.