By David Thun on July 21, 2016
Updated 8-13-21. 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.
You can learn about representative signers from your state's Notary regulating agency website or your state’s Notary handbook. Or check out the NNA’s Notary Primers or U.S. Notary Reference Manual, which is a NNA member benefit. The NNA’s Notary Essentials eLearning course guides you through all your state's requirements.
David Thun is an Associate Editor at the National Notary Association.