Signing Authority for Business
Colorado Notary Training classes must teach the duty to include a notarial certificate on a notarized document. This means that the document must include an acknowledgment, or a jurat (oath or affirmation), or a copy certification before it is notarized.
Colorado statute CRS 12-55-208 provides short forms of acknowledgment for an individual, a corporation, a partnership, a power of attorney agent (attorney in fact), and a public officer, trustee, or personal representative. The use of the statutory short forms does not preclude the use of other forms.
For an individual signing in his/her own right, the form reads: “The foregoing instrument was acknowledged before me this [date] by [name of person acknowledged].” The notary must verify the identity of the signer using satisfactory evidence such as personal knowledge, a government-issued photo identification (driver’s license, military ID, passport) or a credible witness.
Signing Authority for a Business
When an individual is signing as an officer or agent with signing authority on behalf of a corporation, the form reads: “The foregoing instrument was acknowledged before me this [date] by [name of officer or agent], [title of officer or agent], of [name of corporation acknowledging] a [state or place of incorporation] corporation, on behalf of the corporation.”
When an individual is signing as a partner or agent with signing authority on behalf of a partnership, the form reads: “The foregoing instrument was acknowledged before me this [date] by [name of acknowledging partner or agent], partner (or agent), on behalf of [name of partnership] a partnership.”
(An acknowledgment form for a Limited Liability Company (LLC) is not provided in Colorado law, but is similar to a corporation or a partnership.)
Colorado law does not specify a procedure for verifying the signing authority or representative capacity of a person to prove they are currently authorized to sign on behalf of a corporation, partnership or LLC. The signing authority verification procedure is not found in the 2010 Model Notary Act.
Colorado statute CRS 12-55-207 defines “Acknowledged before me” to mean that an officer or agent of a corporation acknowledged that he/she held the position or title set forth in the instrument and certificate, signed the instrument on behalf of the corporation by proper authority, and the instrument was the act of the corporation for the purposes therein stated.
The Colorado Notary Handbook states: “For some acknowledgments, client identification may have a second part. A signer may be acknowledging in a representative capacity. In such cases, the notary should identify the individual AND his or her capacity.”
A prudent notary should always use reasonable care. Businesses operating in Colorado must register the business with the Secretary of State (SOS). The notary may easily verify that the business is registered and in good standing in Colorado in the online business records section of the SOS website.
Business Name Database
A database search for the business name will display the status of the corporation and the state of incorporation. A corporation formed outside of Colorado will be listed as a foreign corporation. The public records for business are located at www.sos.state.co.us/biz/
Evidence of Signing Authority
The National Notary Association (NNA) Bulletin and Notary Home Study Course states: Determining a signer’s authority to sign may be done through personal knowledge, by documentary proof or by vouching under the oath or affirmation of the signer or a credible witness.
Documentary evidence of the signing authority of the signer to act on behalf of the corporation might be shown by a license, registration form, or directory listing from a government agency, an authorization letter or contract, certificate of authority, corporate resolution, notarized business records or notarized meeting minutes. Some companies use a corporate seal on official documents.
Supplementary evidence might include a company photo ID badge, business card, office nameplate, company letterhead, company newsletter, press release, or information found on a company or industry website or business directory. A Google search of the signer’s name or online profile may reveal additional information.
Since some documents are easy to create, and not secure, and the employment, rank or authority of a person could be changed, terminated or revoked at any time, documentary evidence may not be current or reliable.
Affidavit of Authority
An Affidavit of Authority, sworn under oath or affirmation, under penalty of perjury, by the signer or a credible witness, would provide testimonial evidence that the signing authority of the officer or agent is valid and current.
The notary should make a note in the notary journal of the type of evidence of signing authority that was used. The notary should decline to notarize if satisfactory evidence is not available.
Note: Some states, including California, do not allow a notary to verify the capacity or signing authority of a signer, only to verify identity.
Colorado Notary Training teaches the required elements to help the notary avoid errors and omissions and provide good customer service to the public.