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A guide to notarizing for representative signers

A person signing on a document

Updated 10-23-23. Many Notaries have been asked to notarize for a "representative signer" —  a signer acting on behalf of a company, organization or another person. Some states require additional steps when notarizing for a representative signer.

Here are three things you need to know when handling these situations.

What is a representative signer?

A "representative signer" is a person signing the document on behalf of someone else, or on behalf of a business entity such as a corporation. It is sometimes referred to as acting in a "representative capacity." This can include someone signing a document as an attorney in fact for another individual, a company executive signing business documents, or signing legal documents as a designated officer of an organization or legal entity.  

Typically, notarizing for a representative signer follows the same rules for normal acknowledgments or jurats. However, be aware that in most states an attorney in fact can’t swear an oath in someone else’s name. So if “John Doe” is signing and requesting a jurat as a representative of “Jane Smith,” John cannot assert that “Jane Smith swears this document is true.”

However, John could say "I, John Doe, swear that the contents of this document are true." IIlinois is the only state that permits a signer to declare a statement under oath or affirmation in a representative capacity.​

What Notary wording do I use for a representative signer?

It depends on your state. Some, like Colorado, Florida, Nevada, Oregon, Pennsylvania and Texas, require Notaries to use different certificate wording when notarizing for someone signing as a representative instead of as a private individual. However, California Notaries must use the same acknowledgment wording whether the person is signing as an individual or in a representative capacity.

While California Notaries may sometimes use another state's notarial wording for documents that will be filed in another state, they may not use out-of-state wording asking a Notary to certify a signer's representative capacity or make other determinations not allowed by law. For example, a California Notary could not complete notarial wording that read, "On this day, before me personally appeared John Doe, known to me to be the president of XYZ Incorporated, and acknowledged said instrument for that corporation."

Do I verify the signer’s representative status?

Whether you need to verify a signer's status depends on the state where you are commissioned. As mentioned previously, California prohibits its Notaries from certifying a signer’s status as a representative.

Other states, such as Hawaii, Montana and Utah, require their Notaries to confirm the signer’s status.

In Utah, a signer acting in a representative capacity must either present satisfactory evidence of their authority to the Notary, or provide a sworn statement or affirmation to the Notary that the signer has proper authority to execute the document.

David Thun is the Assistant Managing Editor with the National Notary Association.

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Additional Resources:

State Notary Law Summaries


View All: Best Practices

23 Comments

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MisterJ

22 Jul 2016

Not having to verify the signer's representative capacity AT ALL just seems to leave the door wide open for fraud, as any old joe could sign a contract on behalf of Microsoft or Boeing when he has absolutely no business doing so, and the notary's job is only to make sure the signer is the same person that appears on his driver's license!

Cheryl Kaster

01 Aug 2016

In Hawaii all capacity acknowledgments require that the signer be given an oath, or affirm, the fact that they hold the capacity stated in the document. That, as I understand, puts the responsibility on the signer if they are lying (perjury?) under oath.

Mary Ann Savage

10 Jul 2017

Thank you

Matt M

09 Jul 2018

Mister J, that's all a notary does, is verify identity, not capacity. Why would YOU want to take on that liability?

Mister J

04 Jun 2019

Matt M... well, my company deals with commercial contracts on a regular basis, and it is company policy to verify that the person signing the contract is actually authorized by their company to do so. So I really don't mind at all.

David M

15 Jul 2019

Great article. Idaho does require the Notary to have satisfactory evidence that the signer has that authority

James

15 Jul 2019

My state is Wisconsin and it is one of the states where representative capacity must be shown in the notarial certificate. It is one of the states which does not require verification of capacity. I want a statement from the signer that they understand the document and are signing willfully. and are signing in the shown capacity. I don't feel that I can arbitrarily require a signer to verify capacity since a refusal to verify might require me to refuse to notarize. I know that if I refuse a notarization arbitrarily, I may be subject to damages in court.

Johanna

08 Dec 2020

I recall years ago, when my husband was in the Military. When he would be deployed for a long length of time, he would leave me a limited power of attorney, to act on his behalf, meaning that I could sign his name on any documents. However, the POA was document which he signed in front of notary and sealed. I was fortunate that I didn’t need to go a step further to inquire to swear that I was made his representative, a good thing for me living in Florida during the time.

Barry Hayes

11 May 2021

"While California Notaries may sometimes use another state's notarial wording for documents that will be filed in another state [...]" Huh. This is s surprise. I thought CA notaries always had to use the CA wording. When can a CA notary not use the CA wording? Also: How do we know where the document will be filed?

National Notary Association

11 May 2021

Hello. Please see this article for more information about California certificate rules: https://www.nationalnotary.org/notary-bulletin/blog/2017/06/what-california-notaries-need-to-know-about-notary-certificates

Naresh

27 May 2021

Please include Texas state for examples

National Notary Association

27 May 2021

Hello. The state of Texas provides short-form acknowledgment certificate wording for acknowledgments by different types of representatives. You can view sample wording here: https://www.sos.state.tx.us/statdoc/forms/edinfo-sample-forms-9-19.pdf

Lynette R. Carter

06 Nov 2023

What about the state of Arizona?

National Notary Association

07 Nov 2023

Hello. In Arizona, “‘Acknowledgment' means a declaration by an individual before a notarial officer that the individual has signed a record for the purpose stated in the record and, if the record is signed in a representative capacity, that the individual signed the record with proper authority and signed it as the act of the individual or entity identified in the record” (ARS 41-251.1). Certificate wording for an acknowledgment by a representative can be found in ARS 41-265.2.

Arrah McCarty

06 Nov 2023

What is New York's policy on notarizing a representative signer?

National Notary Association

23 Feb 2024

New York Notaries can notarize signatures of persons signing on behalf of a corporation or other organization. On September 1, 1999, the following certificate, or any substantially similar form, became mandatory for all acknowledgments taken within the state on any document, including those signed by corporations, affecting real property located within the state (Uniform Acknowledgment by Signer of Any Capacity Within New York State (RPL 309-a[1])): State of New York ) ) ss.: County of _________ ) On the ______ day of _________ in the year 20______, before me, the undersigned, personally appeared _________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person* upon behalf of which the individual(s) acted, executed the instrument. (SIGNATURE AND OFFICE OF PERSON TAKING ACKNOWLEDGMENT, ALONG WITH REQUIRED PRINTED, TYPED OR STAMPED DATA) “Person” Defined: “For the purposes of this section, the term ‘person’ means any corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign liability partnership), limited liability company (including a professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, attorney in fact, real estate investment trust, business trust or other trust, custodian, nominee or any other individual or entity in its own or any representative capacity” (RPL 309-a[4]).

James Edward Travis Jr.

06 Nov 2023

I am currently looking into the possibility of becoming a certified notary signing agent.

National Notary Association

07 Nov 2023

Hello. We'll be happy to assist you if we can. You can find more information about getting started here: https://www.nationalnotary.org/signing-agent

Fatima M

07 Nov 2023

I am in New Jersey and would like I structuring on this. Thank you.

kena colleen adams

08 Nov 2023

Please include Nevada concerning the notarial wording, thank you.

National Notary Association

08 Nov 2023

“‘Acknowledgment’ means a declaration by a person that he or she has executed an instrument for the purposes stated therein and, if the instrument is executed in a representative capacity, that the person signed the instrument with proper authority and executed it as the act of the person or entity represented and identified therein” (NRS 240.002). “‘In a representative capacity’ means: “1. For and on behalf of a corporation, partnership, trust or other entity, as an authorized officer, agent, partner, trustee or other representative; “2. As a public officer, personal representative, guardian or other representative, in the capacity recited in the instrument; “3. As an attorney-in-fact for a principal; or “4. In any other capacity as an authorized representative of another” (NRS 240.003) “In taking an acknowledgment, determine, from personal knowledge or satisfactory evidence, that the person making the acknowledgment is the person whose signature is on the document. The person who signed the document shall present the document to the notarial officer in person” (NRS 240.1655.2[a]). “The document signer must present the document to you, the notarial officer, and acknowledge or declare (state) that he or she previously signed the document, or the document signer can sign the document in your presence. If the document is signed in a representative capacity — for example, the person is an officer of a corporation — the person must declare (state) to you that he or she signed the document with proper authority and executed it as the act of the person or entity represented” (NV SOS website, “Duties”). The certificate wording for an acknowledgment by a representative in Nevada can be found under NRS 240.1665 (https://www.leg.state.nv.us/nrs/nrs-240.html#NRS240Sec1665)

Nanci Wilson

01 Dec 2023

What about in New York?

National Notary Association

23 Feb 2024

New York Notaries can notarize signatures of persons signing on behalf of a corporation or other organization. On September 1, 1999, the following certificate, or any substantially similar form, became mandatory for all acknowledgments taken within the state on any document, including those signed by corporations, affecting real property located within the state (Uniform Acknowledgment by Signer of Any Capacity Within New York State (RPL 309-a[1])): State of New York ) ) ss.: County of _________ ) On the ______ day of _________ in the year 20______, before me, the undersigned, personally appeared _________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person* upon behalf of which the individual(s) acted, executed the instrument. (SIGNATURE AND OFFICE OF PERSON TAKING ACKNOWLEDGMENT, ALONG WITH REQUIRED PRINTED, TYPED OR STAMPED DATA) “Person” Defined: “For the purposes of this section, the term ‘person’ means any corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign liability partnership), limited liability company (including a professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, attorney in fact, real estate investment trust, business trust or other trust, custodian, nominee or any other individual or entity in its own or any representative capacity” (RPL 309-a[4]).

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