--- title: "Corporate Resolutions and Secretary's Certificates | MCC" description: "Banks and lenders often want a resolution proving who can sign for a company. See who signs it and what a notary can and cannot confirm." url: "https://mcc-solutionsnj.com/notary/guides/corporate-resolution-and-secretarys-certificate" --- Guide · Updated October 12, 2026 # Corporate Resolutions and Secretary's Certificates When a company opens an account, signs a loan or sells an asset, the other side may ask for a corporate resolution. It shows that the company's leaders approved the action and named who can sign. By [Matthew Coleman](/about), MCC Solutions **Quick answer.** A corporate 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 that the resolution is genuine and still in effect. Need this notarized? Sign online from home with no travel fee, or ask for a notary to come to you. The price is shown and confirmed before any work starts, and you can book in about two minutes. [See your price and book](/notary/#order)[Call (908) 444-6373](tel:9084446373) **Related:** [Who can witness a signing](/notary/guides/who-can-and-cannot-be-a-witness-to-a-signing) · [How much a NJ notary can charge](/notary/guides/how-much-does-a-notary-cost-in-new-jersey) · [What ID you need for a notary](/notary/guides/what-id-do-you-need-for-a-notary) **Free tools:** [Printable notary journal template](/notary/notary-journal-template) · [Does my document need a notary?](/notary/does-my-document-need-a-notary) ✓ New Jersey commissioned notary, no. 50244803, insured for errors and omissions. [See the credentials](/about/credentials) ## 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. Need this notarized? [Get it notarized online by a New Jersey notary over video](/notary/remote-online-notarization). 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. ## Get it notarized online today Online notary: open now until 9 PM ET · sessions by appointment · times confirmed by email A New Jersey notary can notarize this with you on a video call, wherever you are in the U.S. $50 for the session, $10 for each extra signer. Any other fee shows in the booking form before you confirm. Open 7 am to 9 pm ET, every day, by appointment. **What you need** - A valid government photo ID - A computer or phone with a camera - The unsigned document [Book an online session](/notary/?service=ron#order) Our certificate states the act was performed using communication technology, as New Jersey law requires. [What it must say](/notary/remote-online-notarization-certificate-wording) Most U.S. recipients accept a remotely notarized document; check with whoever will receive it. [What to ask them](/notary/will-my-online-notarization-be-accepted) · [Several signers](/notary/online-notarization-multiple-signers) ## 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](/notary/guides/sublease-and-roommate-agreement-notarization) - [Release of Liability and Settlement Documents](/notary/guides/release-of-liability-and-settlement-agreement-signing) - [Caregiver Authorization for School and Doctor Visits](/notary/guides/caregiver-authorization-for-school-and-medical-forms) This guide is general information, not legal advice. Fees and procedures change; check with the office involved or an attorney for your situation. Let us handle it [### Business & Dealer Notary Services Mobile notary accounts for NJ auto dealers, property managers, HR teams, contractors, insurers and funeral homes. On-site visits, monthly invoicing. Business notary →](/notary/business-notary)[### Mobile Notary A mobile notary near you in New Jersey, at your home, office, hospital or job site. Affidavits, powers of attorney, vehicle titles and business documents. Book online. Mobile notary →](/notary/mobile-notary)[All guides](/notary/guides) Reach notaries, signing agents and people getting documents notarized or apostilled who read this guide: [advertise here](/advertise#notary). ## Related - [For in-house legal teams: resolutions, apostilles, filings and service](/notary/for-business/corporate-legal-and-compliance) ## Rather have us handle it? Call the desk. [Book Now](/notary/#order)[Call (908) 444-6373](tel:+19084446373)