Corporations and larger LLCs formalize major decisions through board or member resolutions — approving a loan, authorizing a real estate purchase, appointing an officer. Whether that resolution needs a notary depends less on corporate law itself and more on who’s asking to see it.
When notarization is actually required
- Resolutions tied to a recorded real estate transaction — if the resolution authorizes a deed or mortgage that will be recorded, notarization is typically part of that recording requirement
- Lender-required certifications — banks financing a corporate transaction commonly require a notarized “certificate of resolution” confirming the board actually approved the borrowing and authorized a specific person to sign on the entity’s behalf
- Resolutions submitted with certain regulatory filings, depending on the industry and agency involved
When it’s a business choice, not a legal requirement
Plenty of internal resolutions — approving a budget, ratifying a routine decision, appointing committee members — don’t need notarization at all; they’re simply recorded in the corporate minute book as adopted. Notarization tends to enter the picture specifically when an outside party (a lender, a title company, a government agency) needs assurance that the resolution is genuine and that the person signing on the entity’s behalf actually has the authority to do so.
The recurring theme with business notarization is the same one that shows up with contracts and leases: the law often doesn’t require it, but the party you’re dealing with does — and it’s worth knowing which situation you’re in.
Who should appear at the appointment
Usually the officer or member authorized by the resolution itself to execute documents on the entity’s behalf, along with valid identification confirming that person’s identity. Bring the resolution and, if requested by the receiving party, any supporting documents like articles of incorporation or an operating agreement showing that officer’s authority.
Need a certificate of resolution notarized?
We can meet at your office and work around your board’s schedule.