A corporate resolution is how a company records a decision. It is the paper trail showing that the entity, rather than an individual, agreed to do something, and that whoever signs is authorized to sign.
Most of them never touch a notary. The ones that do are the ones a bank, a lender, a title company or a foreign authority is relying on, and those are the ones worth getting right.
We come to your office across the five boroughs, evenings and weekends, or run a secure online session for signers in other states. See the business notary service →
Resolution, consent, incumbency: three different papers
The terms get used loosely, and knowing which you have been asked for saves a round trip.
A resolution records a decision taken at a meeting of the board or the members, and it usually recites that a meeting was held and a vote taken.
A written consent, sometimes called unanimous written consent, records a decision made without a meeting, signed by everybody entitled to vote. Smaller companies use these constantly, because nobody actually convenes a board meeting to open a bank account.
An incumbency certificate is different again. It does not decide anything. It certifies who currently holds which office and often carries specimen signatures, and it is typically signed by the secretary. Banks and lenders ask for these routinely.
When notarization is actually required
New York does not generally require a corporate resolution to be notarized as a matter of law. What drives it is who is receiving the document.
Banks opening accounts or processing large transactions. Lenders in commercial financing. Title companies where a company is buying, selling or mortgaging property. Government agencies and procurement processes. Foreign authorities, where notarization is the first step in an apostille chain. And counterparties who simply want the extra assurance.
So the practical answer is always the same: ask the recipient whether they require it, and ask before the meeting rather than after.
What a notary is and is not confirming
Worth being precise, because businesses over read the seal.
The notary verifies the identity of the person signing, confirms they are signing willingly, and, under New York’s rules, must be satisfied that the record presented evidences that person’s capacity to act as the representative.
The notary is not confirming that the meeting happened, that a quorum was present, that the vote passed, or that the resolution is authorized under the company’s governing documents. Those are matters for the company and for the counterparty’s diligence.
Anyone relying on a notarized resolution as proof that a decision was properly taken has misunderstood what the seal does.
Who signs it
Usually the corporate secretary, certifying that the resolution is a true record and remains in effect. Sometimes the president or an authorized officer. For an LLC, the managing member or a manager, depending on the operating agreement.
Whoever signs should be able to point to the document that gives them the role. See how representative capacity works.
The parts that get left blank
Resolutions arrive at appointments incomplete more often than any other business document.
Common gaps: no date, no entity name in full, the transaction described vaguely rather than specifically, the authorized signer named by title but not by name, and no statement that the resolution has not been revoked or amended.
Fill everything in before the appointment. A notary cannot complete blanks for you, and a notarized document with spaces in it is a document somebody can add to afterward.
Documents heading abroad
If the resolution is going overseas, notarization is only step one.
A notarized document in New York must then be certified by the county clerk of the county where the notary is qualified, and only then can the state issue an apostille. Skipping that step is the most common reason a business apostille comes back. See the county clerk step and our apostille service.
Practical arrangements
If several officers must sign, get them in one room, or use an online session for anybody remote. Splitting signatures across days and locations is where corporate paperwork goes to die.
Bring the completed resolution unsigned, identification for each signer, and the governing document that establishes their authority. We come to your office anywhere in the five boroughs, including evenings, and handle remote signers online. See our business notary service.
Keep them, and keep them findable
Resolutions and consents are part of the company’s records, and small businesses routinely have none.
Keep a single file, physical or digital, holding the formation documents, the operating agreement or bylaws, every resolution and written consent in date order, and the current list of officers or members. Add each new one as it is signed rather than at the end of the year.
The moment this matters is diligence: a sale, a loan, an investor, an audit, or a dispute. A company that can produce a clean, dated record of its decisions closes faster and negotiates better than one reconstructing history from email.
Backdating is not an option
It comes up, usually with good intentions, when somebody realizes a decision made months ago was never documented.
Do not date a document as of a day it was not signed, and do not ask a notary to. A notary certificate states when the person appeared, and a notary who dates it otherwise is falsifying a certificate.
The legitimate route is to sign today and, where the substance requires it, use language that ratifies or confirms an earlier action, with today’s date on the signature. Whether that works for your situation is a question for your attorney, and it is a normal thing for companies to do.
Single member and small companies
If you are the only member or the only officer, resolutions can feel absurd. Write them anyway, briefly.
Banks and lenders ask for them, buyers ask for them in diligence, and the discipline of documenting company decisions separately from personal ones is part of what keeps the entity distinct. A one paragraph written consent takes two minutes and is worth having.
Certified copies, and why we cannot help
A recurring request: a bank wants a certified copy of the resolution, and somebody assumes a notary provides it.
A New York notary has no authority to issue certified copies of anything. What the bank usually means is a copy certified by the company’s own secretary, meaning an officer signs a statement that the attached is a true copy of a resolution adopted and still in effect. That officer’s signature can then be notarized.
So the chain is: officer certifies, notary verifies the officer’s signature. Not: notary certifies the document. See why a New York notary cannot certify copies.
Ask the bank which they actually want, because the distinction decides who has to be in the room.
Related reading
- Signing on behalf of a company: representative capacity
- Does an LLC operating agreement need to be notarized?
- New York business formation: what needs a notary
- Notarized documents banks ask businesses for
- Commercial leases and estoppel certificates
- Business and corporate notary service
This is general information, not legal, tax or business advice, and NotarEaseNYC is not a law firm. A New York notary cannot draft your documents, choose a form, or explain what a clause does. Entity, tax and compliance questions belong with your attorney or accountant.