5-Step Plan to Master Complicated CertificatesBrenda Stone
Today’s newsletter is about how to master complicated notarial certificates.
Why should you care about this? Most notaries want this knowledge because complicated notarial certificates are the types attached to commercial loan documents and commercial real estate transactional documents.
Last week, a notary reached out for assistance with completing the blanks of a certificate of acknowledgment–the words and blanks looked completely unfamiliar to her. She shared with us a great example of what I consider to be a “complicated” notarial certificate, and it’s been included below. There are so many blanks in the certificate that even a seasoned notary would be puzzled! In fact, it’s likely that few lawyers could unravel the notarial certificate in the example below without a bit of thought or referring to a mortgage lending forms guide or a real estate transactions forms book.
Commonly, these types of certificates are attached to documents that are destined to be signed by a representative of an entity–for instance: an officer of a corporation, a manager or member of a limited liability company, or the representative of another type of entity. (This is only a short list of entities and their representatives.) They appear routinely in commercial loan documents or other types of entity transactional documentation. In this particular case, the notary was handling a loan signing in which a home builder/contractor and a borrower were executing documents. She had never seen this type of certificate.
The Complicated Certificate
Let’s take a look at the language in the certificate provided to the notary. As you can see, the certificate contained more blanks than words!
It looked like this:
State of ____________
County of __________
This instrument was acknowledged before me on ____________ by ______________, __________
of _________________, a __________ __________________, ____________ of __________________,
a ___________ ________________ on behalf of said ________________.
The 5-Step Plan to Master Complicated Certificates
Please keep in mind that this article is for general purposes and conversation only. We aren’t lawyers and we aren’t attempting to provide legal advice. This is merely a simple plan to help you prepare to deal with complicated notarial certificates in the future.
1 – Don’t assume that you should substitute a standard notarial certificate in place of a more complicated entity certificate (the only that is already attached to the document).
Most notaries are inclined to replace a complicated certificate with their states’ common certificates for individuals who sign documents. That is not how I would handle the situation–in my state, the proper certificate must be used or the notarial act may be said to be “defective.” (But, again, I am not advising you on what you should do. )
Notably, my understanding is that California notaries aren’t allowed to use notarial certificates that mention a signer’s “capacity” with regard to serving in the capacity of an officer of a company or representative of another type of entity. In other words, a California notarial certificate for entities is the same certificate as is used for individuals.
2 – Find your state’s sample notarial certificates.
Don’t wait. Start today!
Look for your state’s sample notary certificates. Unless you are in California, my observation is that your state will have notarial certificates for entities where more information will be collected. Usually, the best place to start is in the notary public section of your secretary of state’s office, or other commissioning authority in your state.
3 – Identify what goes in the blanks of your state’s entity certificate forms.
Again, while you have time to practice, figure out what goes in the certificate form blanks. If you need help, the office that commissions notaries in your state should be able to assist.
If that office can’t assist, remain aware that you still need this information. If you receive an assignment with a certificate like the one in our example, the chances are quite slim that it will be completely blank. Once you get a good example of an entity certificate (with all blanks completed), keep it to study. Mark out any names for privacy reasons, but hang on to it so that you can learn how to handle complicated certificates.
4 – Ask for the document preparer (lawyer or lawyer’s staff) to complete it.
Until the notary referenced above shared with me a certificate of this type having nothing but blanks in it, I had never seen an entity certificate that was so incomplete. Some certificates have 10 companies named within, so it’s almost impossible for a layperson or notary to complete a certificate like this alone. Someone else should complete the certificate to ensure that it is handled accurately, preferably the lawyer or paralegal who drafted the loan or transactional documents.
5 – Practice and study complicated certificates.
When I am looking for examples of various states’ complicated certificates, I go to Sec.gov and look around. Below are a couple of links to notary public certificate examples completed in Texas, Tennessee, and Kansas. Hang on to them for future reference.
One Way to Complete the Complicated Entity Certificate
This is how the certificate in the above example could be completed, but it will depend on the signature block.
As you can see, this type of certificate isn’t something you’ve run into before when it was up to you to complete the blanks with entity information.
State of ___STATE__
County of ___COUNTY_____
This instrument was acknowledged before me on __4/2/2019__ by _SALLY SIGNER_, President_
of _O’Sally, Inc. a _Texas_ _corporation , _General Partner _ of ___O’Signer, LP__,
a __Texas ___ ___limited partnership____on behalf of said limited partnership.
Finally…don’t hesitate to make a call!
I would never hesitate to call the hiring entity to look at this type of complicated notarial certificate.
Pick up the phone and let your hiring entity know that you know how important this certificate is and that you aren’t treating it lightly.
Let us hear from you.
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