Capacity is really important. Imagine John Smith signs a ten year lease for a commercial building for the corporation he works for, and gets it notarized. Then the corporation goes bankrupt. The landlord goes after John Smith personally for the rent.
So Mr. Smith is in a lot of trouble unless the document makes it clear that he is signing for the corporation, not for himself. There are two places this could be done; in the document itself (perhaps on or near the signature line), and in the notarial certificate. I don't know what happens if it's indicated in only one of the two places, or how the outcome might be different in different states. In every signing I've been involved with, it was always indicated both places.
California certificates DO indicate capacity, but only in a vague way. It says in relevant part
"by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument."
So the person reading the certificate is being put on notice that they have to go read the document to see who or what "the entity upon behalf of which the person(s) acted" is.
The capacity has to be in the document and certificate. The people relying on the document do not have the notary's journal in front of them, so stuff in the notary's journal doesn't count. It's a useful tool in case fraud is suspected, but can't be used to change the meaning of a legitimate document. |
