| Quick AnswerIn states that authorize remote online notarization, most corporate documents that require notarization can be notarized during a live secure two-way audio video session rather than in person. That commonly includes board resolutions, secretary’s certificates, certificates of incumbency, corporate affidavits, authorized signatory documents, and transaction closing documents. Wills and a small number of other document types are generally not eligible in certain states, and some corporate documents carry witness or filing requirements beyond the notarial act, so confirm requirements with counsel before relying on remote execution. |
Corporate notarization is rarely the difficult part of a transaction, but it’s often the part that holds everything else up.
Take a board resolution. It needs the corporate secretary’s signature notarized, but the secretary is traveling or working from another state. A document that takes minutes to execute can suddenly take days to coordinate. For corporate legal and operations teams managing distributed executives, the challenge isn’t the notarial act itself. It’s getting the right signer, the final document, and an available notary lined up within the transaction timeline.
Remote online notarization can remove much of that scheduling friction by allowing eligible documents to be notarized without bringing the signer and notary into the same physical location. This article covers which corporate documents commonly require notarization, how remote notarization works when signatories are in different locations, where it can fit into mergers and acquisitions, and what to confirm before relying on remote execution.
Corporate Documents That May Require Notarization
Not every corporate document needs a notary, and companies sometimes over-notarize out of caution. The general rule is this: notarization matters where a third party outside the company needs assurance that the person who signed is who they say they are and holds the authority they claim. Banks, counterparties, registries, and recording offices are the usual requesters.
Board Resolutions
A board resolution records a formal decision of a company’s board of directors. Authorizing a transaction, opening an account, appointing an officer. Plenty of resolutions are never notarized, because the company’s own records are enough for internal purposes. Notarization comes into play when an outside party is relying on the resolution, which is why banking resolutions are among the most commonly notarized. In states that authorize RON, a board resolution can generally be notarized online, though it’s worth checking the corporation’s bylaws and any counterparty requirements first.
Secretary’s Certificates
A secretary’s certificate is a statement by a corporate secretary certifying something about the company’s records. That a resolution was duly adopted, that certain bylaws are in effect, that named individuals hold the offices stated. The whole point of the document is that an outside party is relying on the secretary’s word, so it’s frequently required to be notarized. It’s also frequently needed at short notice, which is exactly where remote execution earns its keep.
Certificates of Incumbency
A certificate of incumbency identifies a company’s current officers and directors and confirms their authority to act on its behalf. Banks routinely ask for one when opening accounts. Counterparties ask for one to confirm that the person signing a contract can actually bind the company. Like a secretary’s certificate, it’s usually signed by the corporate secretary and notarized, and it tends to surface on a short timeline in the middle of a closing.
Corporate Affidavits
Corporate affidavits are sworn statements made on behalf of an entity, covering things like no material change since a stated date, the absence of undisclosed liens, or compliance with a contractual condition. Because an affidavit is sworn rather than just signed, the notary administers an oath or affirmation on top of verifying the signer’s identity.
Authorized Signatory Documents and Powers of Attorney
Companies often need to document who can sign on the company’s behalf, whether through a signature authorization form, a resolution naming authorized signers, or a power of attorney appointing someone to act in a defined capacity. Powers of attorney carry state-specific execution requirements, and some states require witnesses in addition to a notary. Confirm these with counsel rather than assuming the notarial act covers it.
Transaction and Closing Documents
Asset purchase agreements, assignment and assumption agreements, stock transfer documentation, bills of sale, and various closing certificates may require notarization depending on how the transaction is structured and where it happens. Where real property is involved, deeds carry their own requirements. And recording is a separate downstream process from the notarization itself.
Why Distributed Signers Create a Corporate Notarization Bottleneck
The strongest operational argument for notarizing corporate documents remotely isn’t speed in the abstract. It’s that corporate signatories are rarely in the same room, and the traditional process quietly assumes they can be.
A typical corporate execution pulls in a corporate secretary, one or more officers, outside counsel, and sometimes a counterparty’s counsel too. Those people are usually in different cities, occasionally different countries, and frequently traveling. Coordinating an in-person notarization means finding a window where the signer, a notary, and the final version of the document all line up. That window is often the real constraint on a closing date.
Remote sessions take location out of it. The signer needs a computer, laptop or tablet with webcam and audio capabilities, plus a reliable internet connection. The notary needs to be physically located in the state that commissioned them. Where the signer happens to be generally doesn’t have to match, though a small number of states have specific provisions on signer location worth confirming.
There’s a document accuracy benefit here too, and it gets less attention than it deserves. Digital platforms incorporate structured workflows to ensure notary credentials are applied correctly and all required fields are completed before finalization, which reduces the need for re-execution. On a closing where a defective certificate means reassembling four calendars, that matters more than the few minutes saved during the session.
How Online Notarization Works for Corporate Documents
The mechanics are the same for a board resolution as for anything else notarized remotely. Worth knowing before you promise a counterparty a same-day certificate.
The signer joins a live secure, two-way audio-video session with a commissioned notary. Identity verification runs in a set order. Credential analysis comes first, which uses a third-party vendor to authenticate the signer’s government-issued photo ID, followed by knowledge-based authentication using questions generated from public records. In NotaryCam sessions, KBA can’t be completed until the signer is in the live session on camera.
The signer then signs electronically while the notary watches. For an affidavit or any other sworn document, the notary administers the oath or affirmation. The notary applies their electronic seal, the finished document is sealed in a tamper-evident format, and the session recording and journal entry are kept for a period set by the notary’s state.
One thing catches corporate teams out more than anything else. Knowledge-based authentication depends on US public records. So if an officer signing on the company’s behalf doesn’t have a US records history, the standard identity verification path may not work for them. Raise that with the platform vendor in advance rather than finding out on a closing call, and ask at the same time what statutory method applies in the relevant state.
How RON Is Used During Mergers and Acquisitions
The operational value becomes especially clear in transactions where timing is fixed and multiple parties need to execute documents in sequence.
A merger or acquisition is the corporate notarization problem at its most concentrated. Document volume is high, the signatories are scattered, versions change late, and the closing date doesn’t move. Everything that makes corporate execution awkward in normal circumstances gets amplified.
Due Diligence
During due diligence, a company gets asked over and over to certify things about itself. That resolutions were adopted. That officers hold the offices stated. That no material adverse change has occurred. Those certifications frequently require notarization, and they tend to arrive in batches with short turnarounds attached. Remote execution shortens the loop between a request from the other side’s counsel and a signed, notarized document going back.
It also leaves a cleaner record. Each remotely notarized document carries an audit trail and a retained session recording, which is a more complete file than a scanned page of a wet-ink signature. That can matter later, during post-closing review or if the transaction is ever examined.
Closing
Closing means coordinating signatures among multiple parties, often in a defined sequence and sometimes against a same-day deadline. Remote sessions let a signing sequence move forward without everyone converging on one location. That removes one of the more common reasons a closing date slips for reasons that have nothing to do with the deal.
Where real property transfers as part of the transaction, keep one distinction straight. E-recording is a separate process from the notarization itself. Counties generally accept e-recorded documents, but confirm acceptance with the specific county recorder or a title or settlement e-recording service before the session. It’s handled downstream, not by the RON platform.
Where RON Fits Into a Corporate Document Workflow
For corporate teams, remote notarization works best when it is treated as part of the document execution process rather than as a last-minute solution for finding a notary. Teams can identify documents requiring notarization earlier, confirm signer and jurisdiction requirements, and determine whether remote execution is available before the document reaches its final signature stage.
That becomes particularly useful for organizations with recurring notarization needs. Instead of solving the same scheduling problem transaction by transaction, the organization can establish a repeatable process for determining when RON is appropriate and how notarized documents move back into the corporate record.
What to Confirm Before Relying on Remote Notarization
Three things are worth settling before you build a corporate process around remote execution. They’re easy to treat as one question when they’re really three.
Whether the Document Type Is Eligible
Most states that authorize RON permit it broadly, but a few exclude specific categories. Wills and codicils are generally not eligible for standard RON in several states, and some states carve out more on top of that. Separately, some documents carry witness requirements that go beyond the notarial act, and a notary can’t satisfy those alone.
Eligible under state law isn’t the same as accepted by the counterparty, either. Banks, registries, and foreign parties sometimes hold their own requirements. Confirming acceptance with whoever will rely on the document is a separate step from confirming the notarization is valid, and skipping it is where most avoidable problems start.
Where the Notary Is Commissioned
Notary location requirements come from the state that issued the commission, and in every state the notary has to be physically located in that state during the session. Most states also require two credentials rather than one: an active standard notary commission plus a separate remote notary registration or endorsement. Record retention periods and what they cover differ by state too, so ask rather than assume.
Which Jurisdictions the Transaction Touches
A corporate transaction can touch the state of incorporation, the states where assets sit, the state where the signer happens to be, and the state that commissioned the notary. Those are four separate questions, and they don’t always produce the same answer. Where international parties are involved, a US nexus is required. And whether an apostille can be issued on an electronically notarized document, or whether a foreign party will accept one, is a further question to settle with counsel in advance.
Note: RON, eClosing, and notarization laws vary significantly from state to state. Some states have comprehensive frameworks supporting remote notarization of corporate documents, while others may have restrictions or different requirements. Before implementing remote notarization for corporate transactions, check with your state’s regulatory authorities and consult with an attorney familiar with corporate and notarization laws in your jurisdiction.
Frequently Asked Questions
Can corporate documents be notarized online?
In states that authorize remote online notarization, most corporate documents that require notarization can be notarized online during a live secure two-way audio video session. Board resolutions, secretary’s certificates, certificates of incumbency, corporate affidavits, and many transaction documents all fall into that category. A small number of document types aren’t generally eligible in certain states, and some carry witness or filing requirements beyond the notarial act, so confirm the specific document and the relevant jurisdictions with counsel.
Can a board resolution be notarized online?
Generally yes, in states that authorize RON. Worth noting that plenty of board resolutions are never notarized at all, since the company’s own minute book covers internal purposes. Notarization becomes relevant when an outside party is relying on the resolution, which happens most often with banking resolutions and resolutions authorizing a specific transaction. Check the company’s bylaws and the requesting party’s requirements before the session.
Can a secretary’s certificate or certificate of incumbency be notarized online?
Both are commonly notarized remotely in states that permit RON. They’re usually signed by the corporate secretary and often requested at short notice during a closing or an account opening, which is where remote execution helps most. The requesting party, frequently a bank or a counterparty’s counsel, may have its own form and its own requirements, so confirm what they’ll accept before scheduling the session.
How does remote notarization work when executives are in different locations?
Each signer joins a live secure two-way audio video session with a commissioned notary from wherever they are, using a computer, laptop or tablet with webcam and audio capabilities and a reliable internet connection. The notary has to be physically located in the state that commissioned them, but the signer generally doesn’t need to be in that same state. Where a signing sequence matters, sessions can usually be scheduled in order, which means nobody has to assemble in one place on one day.
How long is the record of a remotely notarized corporate document kept?
Retention is set by the state that commissioned the notary and commonly runs five to ten years for the audio-video session recording and the notary’s journal entry. What the requirement covers varies too, and some states don’t require retention of the underlying notarized document itself. A small number measure the period from an event other than the session date. Confirm the applicable requirement for the relevant state rather than assuming one standard, and keep your own copy of the executed document in the corporate record either way.
Conclusion
Notarizing corporate documents online solves a narrow but persistent problem. Your signatories are scattered, your certificates are often needed quickly, and the traditional process assumes a physical meeting that’s usually the hardest thing on the list to schedule. Board resolutions, secretary’s certificates, certificates of incumbency, and transaction documents can generally be executed remotely in states that authorize RON, which takes location out of the equation without changing what any of those documents are or what they do.
In a merger or acquisition, the same capability works under more pressure. Due diligence certifications arrive in batches, closing signatures follow a sequence, and the calendar is fixed. Remote execution doesn’t make a transaction simpler. It just tends to stop notarization from being the thing that moves the date.
Because eligibility, witness requirements, and counterparty acceptance all vary, the next step for any specific document is a conversation with counsel familiar with corporate and notarization laws in the relevant jurisdictions. NotaryCam supports remote notarization of corporate documents in the states where its notaries are commissioned, and the questions above are worth putting to any platform you’re considering.
Disclaimer: This blog post is for informational purposes only and does not constitute legal advice. Please consult an attorney for guidance on specific laws regarding Remote Online Notarization (RON), digital signatures, and related legal matters. As laws concerning RON and notarization are subject to frequent changes, it is advisable to verify current regulations with your local government.
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