What a resolution says
A resolution records a decision, such as authorizing a loan, naming signers, or approving a lease. A secretary's certificate is a short statement by a corporate officer saying the resolution is genuine and still in effect. Together they give the other party comfort.
The text is usually prepared by the company's attorney or by the requesting bank.
Who signs
The corporate secretary or another authorized officer signs the certificate. In small companies, the owner may hold several roles. The signer's title appears under the name. The notary compares the personal ID to the printed name.
If the officer signs for themselves in a second role, such as president, many forms prefer a different officer to certify.
The notary's limits
The notary cannot see the company's records, so they cannot say whether a resolution was properly adopted or whether the signer holds the stated title. They simply identify the signer and acknowledge the signature.
Companies sometimes attach a good standing certificate from the state, which comes from the state, not the notary.
Common stumbling points
Dates are a typical problem. A resolution dated after the transaction, or a certificate that does not match the resolution date, may be rejected. Names of the company should match state records exactly. Use the full legal name.
Lenders may need originals with raised notary seals.
Handling multiple signers
If both a secretary's certificate and a second officer's certification are required, each person appears and signs separately. Plan for ID for everyone. A mobile notary can visit the company's office to handle several in one trip.
Keep a copy in the corporate record book.
Scenario: a loan application at a community bank
A family-owned manufacturer applies for an equipment loan. The bank sends a template resolution that authorizes the loan, names the signers and states the officers' titles. The board approves it at a short meeting and the minutes record the vote.
The corporate secretary signs the certificate saying the resolution is true and unchanged. A second officer countersigns to confirm the secretary's title. Both appear before a notary at the company's office.
The bank then accepts the package. Without the countersignature, the bank would have asked for one, because a person cannot easily confirm their own office. Keep the minutes in the record book, and update the certificate when officers change.
Mind the wording of titles. A person who is both president and secretary may be asked to have another officer sign the certificate, because one person certifying their own authority is not persuasive. In very small companies where that is impossible, ask the lender how it prefers to handle the situation, and have the answer in writing before the notary visit.
Common questions
Does a small business need a resolution?
It depends on the bank or lender. Ask them what they require.
Can the notary draft it?
No. A notary cannot draft legal documents unless acting separately as an attorney.
Is it the same as an operating agreement?
No. It records a specific decision.
More notary guides
- Sublease and Roommate Agreements: Notary Questions
- Release of Liability and Settlement Documents
- Caregiver Authorization for School and Doctor Visits
This guide is general information, not legal advice. Fees and procedures change; check with the office involved or an attorney for your situation.