How to notarize a corporate resolution for a bank or a foreign authority

To notarize a corporate resolution, an authorized officer of the company (often the secretary, a manager or a member) signs the resolution or a certificate attached to it in front of a notary, who verifies the signer's identity and completes the notarial certificate. The notary confirms who signed, not whether the resolution is valid, so settle the content with your attorney or the receiving institution before the appointment.

Why a bank or foreign authority asks for a notarized resolution

A resolution records a decision of the board, members or managers, such as opening a bank account, appointing a signatory, approving a sale or authorizing a representative abroad. On its own it is internal. When it leaves the company, the recipient wants assurance that the person presenting it is real and holds the role claimed.

Common situations include:

• A bank or payment provider updating authorized signers on a company account.
• A foreign registry or ministry recording a U.S. company as shareholder of a local subsidiary.
• A foreign partner or distributor asking for proof that the signer of a contract is authorized.

Ask the recipient, in writing if possible, exactly what they expect.

Resolution, secretary's certificate or incumbency certificate

These three documents are often requested together or confused. Your attorney decides which is appropriate; the notary works with what you bring.

• Resolution: the decision itself, adopted by the board, members or managers.
• Secretary's certificate: an officer's statement that the attached resolution was duly adopted and remains in effect. This is very often the page that gets notarized.
• Incumbency certificate: a list of who currently holds which office, sometimes with specimen signatures. Banks ask for it frequently.

For LLCs, the same logic applies with members or managers instead of directors. If a bank also wants to know who owns the company, the guide on proof of ownership documents for banks covers that separate question, and TRSG coordinates those papers through its corporate ownership documents service.

What to prepare before the appointment

1. The final text, reviewed by your attorney or approved by the receiving institution. Changing wording after notarization usually means starting over.
2. The signer's valid government-issued photo ID, with a name matching the document. A middle name on one and not the other can raise questions.
3. The signer's title as it appears in company records: secretary, managing member, president.
4. Any attachments the certificate refers to, such as the resolution, articles or operating agreement, in order.
5. The recipient's requirements: number of originals, whether an apostille or embassy legalization follows, and whether a translation is needed.

Leave the signature block blank. The officer signs in front of the notary, in person or during a remote online session.

When the resolution is going abroad

A notarized signature is often only the first step for a foreign authority. Many countries also expect an apostille, and some expect embassy legalization instead. The guide on apostilles for company documents used abroad explains the sequence.

• For a New Jersey apostille, the notarization is typically done by a New Jersey notary, because the state authenticates the notary's commission.
• If the signing officer lives outside the United States, remote online notarization may be possible, but check that the foreign authority accepts it together with the apostille.
• Translation, if required, follows the recipient's rules. Some want it after the apostille, some before. Ask them.

Common reasons resolutions are sent back

• The signer's title on the certificate does not match the company records the bank holds.
• The resolution was signed before the appointment, so the notary could not notarize it.
• Pages were not numbered or attached, so the recipient could not tell what the certificate referred to.
• The recipient wanted an apostille and received a plain notarization.
• The company name differed from the registration documents.

A quick review before the signing catches most of these, and TRSG does it for every file.

When the signing officer is traveling or lives abroad

Officers are often not where the paperwork is: a founder may run a U.S. company from Lagos, London or Bangalore. There are usually three routes: a U.S. consulate appointment, a local notary in the officer's country, or remote online notarization by a U.S. notary. The right one depends on the recipient. A U.S. bank may accept remote online notarization, while a foreign registry may want a document that can carry a New Jersey apostille. Confirm the format first, and plan shipping at the same time so signed pages do not wait for a courier.

How TR Signing Group handles it

TR Signing Group reviews the resolution or certificate with you before the signing, checks the signer's name and title against what the recipient expects, and arranges notarization in person in New Jersey or online for officers elsewhere. For documents going abroad, TRSG coordinates the apostille and ships tracked originals through its corporate and international documents service. What the resolution should say stays with your attorney. To start, request a quote with the draft and the recipient's instructions.