Banks, landlords, lenders, licensing boards and out-of-state counterparties ask for notarized business documents all the time: a resolution authorizing a new account, an operating agreement amendment, a personal guarantee on a lease, a certificate of incumbency, a vendor affidavit. I come to the office, or the whole signing happens online in a lunch break.
Multiple signers are fine. Each officer or member signs as a separate act, in the same session or in separate sessions from different cities.
What it is
Any document an organization executes that a third party wants verified: resolutions, consents, operating and partnership agreements, guarantees, assignments, affidavits of lost stock certificates, bank signature cards, licensing applications and contracts. Pennsylvania Department of State filings generally don't require notarization, but what banks and counterparties require is up to them.
Who signs, and who has to be there
The individuals signing on behalf of the entity, in their official capacity (for example, 'Jane Doe, Managing Member'). Each needs photo ID. I notarize the person's signature; I don't verify their authority to sign for the company, which the resolution or agreement itself establishes.
The notarial act
Usually an acknowledgment in a representative capacity: the signer acknowledges signing on behalf of the entity. Affidavits of incumbency or lost certificates take a jurat. One signer, one signature, one act. I can't tell you whether this is the right document for your situation or what it does legally; that's for an attorney. I can tell you what the law requires for the notarization itself.
Online or in person?
Yes, and online is ideal for signers in different cities. Each signer joins with their own ID; the sealed PDF goes to your counsel or the bank immediately. Some banks require the signature card be signed in a branch; ask them first.
Pennsylvania notes
- Pennsylvania's representative-capacity acknowledgment certificate states that the signer acknowledged signing as an authorized officer or member of the entity (57 Pa.C.S. § 316).
- I verify the identity of the individual signing, not the existence of the entity or the signer's authority; that's for the document and the recipient.
- Vendor, contractor and licensing affidavits submitted to the City of Philadelphia or the Commonwealth are jurats; the signer swears to the contents.
- Documents going outside the United States may need an apostille from the Department of State after notarization.
Common mistakes
- Signing before the appointment.
- An entity name that doesn't match the Department of State record.
- A signer's title left off the signature line.
- Leaving blanks for the bank to fill in; blanks must be completed or struck before notarization.
- Assuming a Form I-9 can be notarized. It can't; it's an employer verification, not a notarial act (though I can act as an authorized representative for the employer if asked).
A notary public is not an attorney and cannot give legal advice, choose your certificate, or complete the document for you. This guide is preparation, not advice; your attorney or the recipient decides what the document must contain.