Australian Directors: 5 Steps to Company Bylaws Translation Compliance

A certified English translation is required whenever a non-English company constitution or set of bylaws is lodged with ASIC or handed to anyone in Australia. Translations done inside Australia must come from a NAATI-certified translator; if the translation is done overseas, a notary public, lawful custodian, or a locally authorised translator can certify it instead. Getting this wrong is one of the most common causes of delayed foreign company registrations.

TL;DR:

• Certified translations for Australian registration documents must be done by NAATI-certified translators inside Australia or by authorized entities overseas, with potential costs for verification.
• The translation must include a certification statement, translator identification, signature, date, and an official stamp, and must be presented alongside the original document for cross-checking.
• ASIC may request independent verification of both source documents and translations, and applicants should budget several weeks for this process, especially for complex or unusual language pairs.
• The certified translation must be stored at the company’s registered or principal office and kept available for inspection, with any missing or uncertified translations requiring re-translation.
• NAATI certification is the clearest route for ASIC acceptance, but overseas notarization can suffice for straightforward bylaws from well-understood jurisdictions.

Table of Contents

• What ASIC requires when bylaws or constitution documents are not in English
• Who can certify an English translation of company bylaws?
• What must a certified translation of bylaws actually include?
• Checklist for lodging translated bylaws with ASIC
• Ongoing compliance: keeping translated bylaws on hand
• NAATI-certified translation vs overseas notary certification: which do you need?
• What company secretaries keep getting wrong
• Get certified translations of your bylaws done right the first time
• Sources

What ASIC requires when bylaws or constitution documents are not in English

ASIC’s rule is straightforward: any document not in English must come with a certified English translation when it’s lodged with ASIC or given to a person in Australia, unless that person agrees to accept it in the original language. That covers company bylaws directly, and it extends to the wider bundle of paperwork foreign companies need when registering here.

The documents that typically need translation for foreign company registration include:

• The certificate of incorporation (or equivalent registration document from the home jurisdiction)
• The constitution or bylaws, including any amendments
• Powers of attorney appointing a local agent
• The memorandum of appointment for that local agent

ASIC also runs a timing check on certified copies (not the translation itself), and it can request independent verification of both the source document and the translation’s accuracy. That verification isn’t free. If ASIC decides to check, the applicant usually wears the cost, which is worth budgeting for if your bylaws come from a jurisdiction ASIC doesn’t deal with often.

Who can certify an English translation of company bylaws?

The certifier you need depends entirely on where the translation happens. Get this wrong and you’ll be resubmitting documents weeks later.

Inside Australia, NAATI is the national standards body for translators and interpreters, and most government agencies, ASIC included, expect a NAATI-certified translator’s stamp on anything lodged locally. NAATI itself doesn’t translate documents; it certifies the individuals who do, through credentials like Certified Translator.

Outside Australia, ASIC accepts translations certified by:

• A notary public in the country where the translation was done
• A lawful custodian of the original document (such as a court registrar or company registry official)
• A translator formally authorised to certify translations under that country’s own law

An overseas certification usually holds up fine for straightforward constitutions from well-known jurisdictions. Where ASIC tends to push back is on unusual language pairs, inconsistent formatting, or a certifier whose authority isn’t obvious from the paperwork.

Pro Tip: If your bylaws are in a language where NAATI doesn’t run a certification exam, ask for a Recognised Practising Translator credential or attach a notarised affidavit explaining the translator’s qualifications. Flagging this at lodgement heads off a verification request before it happens.

What must a certified translation of bylaws actually include?

ASIC and other regulators aren’t just checking that the English reads sensibly. They’re checking for specific, verifiable elements:

1. A certification statement declaring the translation is a true and accurate rendering of the original document.
2. Translator identification: full name, NAATI credential type, and NAATI ID number, or, for overseas work, the notary’s or lawful custodian’s official declaration.
3. Signature and date on the certification, showing when the work was completed.
4. A stamp, either a physical NAATI stamp or the NAATI digital stamp, attached to the translated pages.
5. The certified translation presented alongside the certified original, page-matched so a reviewer can cross-check clause by clause.

Machine translation tools don’t satisfy any of this. Government agencies consistently reject automated output for legal lodgements because there’s no accountable person standing behind the accuracy of the text, and no credential to check.

Checklist for lodging translated bylaws with ASIC

Before you submit anything, work through this sequence:

1. Confirm the source document is current. Check the constitution or bylaws include every amendment up to the present, not an outdated version sitting in a filing cabinet.
2. Commission the certified translation. Use a NAATI-certified translator for Australian-side work; confirm the certification statement, NAATI ID, and stamp are all present.
3. Certify the original as a true copy where ASIC requires it, and check the certified copy’s date falls within ASIC’s required window, commonly three months for foreign company registration.
4. Assemble the full lodgement pack: certified original (or certified copy), certified translation, local agent appointment documents, and any supporting affidavits.
5. Build in time. Translator turnaround, notary appointments overseas, and any ASIC verification request can all add weeks. Start this process well before your lodgement deadline, not the week of it.

Companies registering a certificate of incorporation alongside their constitution should run both through the same certification pathway to avoid mismatched paperwork standards across the file.

Ongoing compliance: keeping translated bylaws on hand

Lodging the translation isn’t the end of the obligation. Under Corporations Act s1304, a body corporate generally needs to keep a certified English translation of its constitution at its registered or principal office, available for inspection.

• Shareholders can request access to governance documents, and regulators can ask for them during a compliance review.
• Store the certified translation with the certified original, not as a separate digital file that’s easy to lose track of.
• If a translation goes missing or turns out to be uncertified, remediation usually means commissioning a fresh NAATI translation and, in some cases, an affidavit explaining the gap. That’s slower and more expensive than doing it properly the first time.

NAATI-certified translation vs overseas notary certification: which do you need?

The honest answer is: it depends on where the document originates and how much legal nuance sits inside it.

• NAATI certification gives the clearest path to acceptance for anything lodged in Australia. It’s the standard ASIC and AHPRA both point to, and a NAATI digital stamp turns around faster than waiting on a physical one.
• Overseas notary or lawful custodian certification works well when the bylaws are short, the jurisdiction is well understood by ASIC, and the certifier’s authority is easy to establish on paper.
• Complex bylaws with heavy legal or governance terminology carry more risk of subtle meaning shifts, which can affect shareholder rights or compliance obligations if the translation isn’t handled by someone with corporate-law fluency.

Pro Tip: When in doubt, commission the NAATI translation even if an overseas certification would technically pass. It’s cheaper than a second submission after ASIC flags the first one for verification. For a deeper breakdown of when notarisation suffices versus when NAATI certification is the safer call, see this notarised versus certified translation guide.

What company secretaries keep getting wrong

The same three mistakes show up again and again in client files: a certified copy that’s slipped past its currency window, a translation missing the translator’s NAATI ID entirely, and overseas notarisation that doesn’t actually name the document it’s certifying. None of these are complicated to fix, they’re just easy to miss under deadline pressure. A NAATI-certified team builds each certification statement to match what ASIC expects line by line. If you’re a busy company secretary handling this once every few years rather than every week, the simplest rule is: insist on NAATI certification for anything lodged locally, and if the translation happens overseas, confirm in writing which certifier standard was used before it lands on your desk.

— David

Get certified translations of your bylaws done right the first time

There are services available that turn a foreign-language constitution into an ASIC-ready, NAATI-certified English translation without you having to chase down credentials or guess whether a stamp will pass muster. Such translations typically carry the translator’s NAATI ID, a certification statement matched to what ASIC expects, and a choice of a physical or digital NAATI stamp, helping avoid delays waiting on paperwork to arrive by post.

Turnaround is often built around lodgement deadlines rather than generic queues, and teams can assist you with requirements for your specific document pack before payment. If you’re preparing bylaws, a constitution, or supporting documents for foreign company registration, start with CertiTranslate’s guide to what certified translation actually involves and request a quote for your documents today.

Sources

For the primary rules behind everything above, go straight to ASIC’s translation of documents guidance, ASIC’s foreign company registration page, NAATI’s certification system, AHPRA’s translation guidance, and section 1304 of the Corporations Act on document inspection obligations.

• Translation of documents | ASIC
• NAATI certification system – NAATI
• Corporations Act 2001 (Cth) s1304

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