Posted by ShirleyA on 12/28/05 12:51pm
Msg #84859

Question re identifying signer as member of LLC

Got a request from an out-of-state title company to notarize a warranty deed for a signer who is described as John Doe, Member of _______________, a [state] limited liability company. The deed is between that LLC and a private party who also lives in that state. I live in Idaho--not sure why it's being notarized here, but the signer is traveling through I guess. How do I confirm that he is a member of that LLC? Thanks for any info or advice.

Reply by REE_NJ on 12/28/05 1:09pm
Msg #84860

You can verify this by obtaining the Certificate of Formation. This document would list the named member(s) of the LLC.

Reply by ShirleyA on 12/28/05 1:42pm
Msg #84870

Thanks--I checked the SOS website and printed the Articles--gave me the info I needed. Don't know why I didn't think of that.

Reply by PAW_Fl on 12/28/05 1:39pm
Msg #84869

Why? You are simply notarizing their signature on the deed, not validating the legality or content of the document.

Reply by ShirleyA on 12/28/05 1:44pm
Msg #84872

The wording is "The foregoing instrument was acknowledged before me this __ day of ______ by John Doe, Member of ____________, LLC, a __________ limited liability company." So I don't need to make sure he is a member? That would make it simpler. Thanks PAW.

Reply by PAW_Fl on 12/28/05 1:54pm
Msg #84878

In Florida, the capacity is not considered being 'certified' in the certificate, only a statement by the signer that they hold that capacity. In CA, the capacity could not be stated in the notarial certificate. I'm not sure what state you are in, but you may need to refer to your manual or handbook on the wording of a notarial certificate for someone in a representative capacity.

Reply by Beth/MD on 12/28/05 2:15pm
Msg #84887

You are witnessing his signature, not swearing to his truth or validity. This is a statement the signer is making. You as a notary aren't making this claim. Paul's advice is right on the money.

Reply by Bob_Chicago on 12/28/05 2:20pm
Msg #84888

I Do not think that it is a good idea even......

if your state permits an ack of capacity
I would use a loose ack with a section to
check of "capacity claimed" by signer and then fill in
What he claims to be
I would not want to state that someone is , in fact.
a corporate officer, trusee, POA , etc no matter what evidence I
received.
You can not know if the status may have been cancelled after the
"evidence" was prepared
(eg. Person grants a customary form Power of Attorney and later dies)
I would not like to make myself responsible for other than the Identity of
the person signing before me.

Reply by TitleGalCA on 12/28/05 9:59pm
Msg #84950

I'm not aware that any state requires

you to notarize capacity *anymore*, or check whether or not a signer is a bona fide member of an Limited liability company. Idaho requires a notary to check on something like this? That is the the job of the title company who is insuring the sale/loan.

Reply by DonR_NYC on 12/28/05 10:35pm
Msg #84959

Re: I'm not aware that any state requires

In NYS the ack reads:


State of New York )
) ss.:
County of . . . . . . )

On the . . . . . . day of . . . . . . in the year . . . . . . before me, the undersigned, personally appeared . . . . . ., personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Reply by TitleGalCA on 12/28/05 10:41pm
Msg #84961

Re: I'm not aware that any state requires

***that he/she/they executed the same in his/her/their capacity(ies)***

Don, that statement in your (and mine) acknowledgment simply means the notary isn't responsible for checking capacity. The burden lies with the signer, not the notary.

Reply by PAW_Fl on 12/29/05 7:20am
Msg #84984

FL still requires it ...

Per F.S.A. §117 (pg 30 in the GRMN)

STATE OF FLORIDA
COUNTY OF __________

The foregoing instrument was acknowledged before me this __________ day of
_____________, 20__, by (NAME OF PERSON) as (TYPE OF AUTHORITY, e.g.
OFFICER, TRUSTEE, ATTORNEY IN FACT) for (NAME OF PARTY ON BEHALF OF
WHOM INSTRUMENT WAS EXECUTED).

Notary Signature
PRINT, TYPE OR STAMP NAME OF NOTARY

Personally known_________
OR Produced Identification_________
Type of Identification Produced_________


Other forms as shown in the GRMN include:

For a corporation:
--------------------------
STATE OF__________
COUNTY OF _______

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. He/she is personally known to
me or has produced (type of identification) as identification.

Signature of Person Taking Acknowledgment
(NAME TYPED, PRINTED OR STAMPED)
(TITLE OR RANK)
(SERIAL NUMBER, IF ANY)

For a partnership:
--------------------------
STATE OF__________
COUNTY OF _______

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. He/she is personally known to me or has produced (type of identification) as
identification.

Signature of Person Taking Acknowledgment
(NAME TYPED, PRINTED OR STAMPED)
(TITLE OR RANK)
(SERIAL NUMBER, IF ANY)

For an individual acting as principal by an attorney in fact:
-------------------------------------------------------------------------
STATE OF__________
COUNTY OF _______

The foregoing instrument was acknowledged before me this (date) by (name of
attorney in fact) as attorney in fact, who is personally known to me or who has produced
(type of identification) as identification on behalf of (name of principal).

Signature of Person Taking Acknowledgment
(NAME TYPED, PRINTED OR STAMPED)
(TITLE OR RANK)
(SERIAL NUMBER, IF ANY)

By any public officer, trustee, or personal representative:
------------------------------------------------------------------------
STATE OF__________
COUNTY OF _______

The foregoing instrument was acknowledged before me this (date) by (name and title
of position), who is personally known to me or who has produced (type of identification) as
identification.

Signature of Person Taking Acknowledgment
(NAME TYPED, PRINTED OR STAMPED)
(TITLE OR RANK)
(SERIAL NUMBER, IF ANY)

Reply by TitleGalCA on 12/29/05 4:37pm
Msg #85104

Re: FL still requires it ... that's interesting

It surely makes things a bit easier to not have to deal with erroneous certificates on the title side...and as a notary as well.