The Role of a Notary in Corporate Resolutions

Corporate resolutions are formal documents created by a company’s board of directors or shareholders to authorize specific actions, such as opening a bank account, approving mergers, appointing officers, or entering into contracts. Because these resolutions carry legal and financial weight, the involvement of a notary public adds credibility, authenticity, and compliance to the process.

What Is a Corporate Resolution?

A corporate resolution is an official record of decisions made by a corporation’s governing body. It serves as proof that the company acted with proper authority and that the decision was approved in accordance with the company’s bylaws. Banks, government agencies, and courts often require resolutions to be notarized before accepting them.

Why Is a Notary Needed for Corporate Resolutions?

1. Identity Verification

2. The notary ensures that the individual signing the resolution (often a corporate officer, director, or authorized representative) is who they claim to be. This protects the company and outside parties from fraud.

3. Proof of Authority

4. By notarizing, the notary confirms that the signer appeared before them and affirmed their authority to sign on behalf of the corporation.

5. Legal Recognition

6. Many banks and government entities require notarized resolutions before recognizing the authority granted within the document.

7. Fraud Prevention

8. Corporate decisions often involve significant assets. Notarization reduces the risk of falsified approvals or forged documents.

   
   

The Notary’s Role in the Process

• Review the Document: Ensure the resolution is complete, with no blank spaces, before notarizing.

• Verify Identity: Check valid government-issued identification for the signer.

• Confirm Capacity: The signer must affirm they are acting in their official role (e.g., President, Secretary, Director).

• Administer an Acknowledgment: In most cases, notarization of a corporate resolution involves an acknowledgment rather than an oath or affirmation.

• Complete the Certificate: Fill in the venue, date, name, and notary details before affixing the official seal.

  
  

Best Practices for Businesses

• Clearly state the authority being granted within the resolution.

• Identify the individuals empowered to act on behalf of the company

• Store notarized resolutions in a secure corporate record book.

• Ensure signatures match the names on file with the state or corporate registry.

  
  

  Final Thoughts

  Corporate resolutions guide some of the most critical decisions a business can make. By involving a notary, companies add an essential layer of legal validity and security to the process. A notarized resolution not only demonstrates professionalism but also ensures that decisions are recognized and enforceable by banks, government agencies, and courts.