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Corporations

An acknowledgment authenticates an instrument by showing that the instrument was the act of the person executing it.  The person executing it generally acknowledges execution of an instrument.  In the case of a corporation, its representative executes it.  The representative could be its president, vice president, secretary, assistant secretary or any other person duly authorized by resolution of the corporation to act on behalf of the corporation.

State corporation statutes often specifically designate the officer or officers of a corporation who are authorized to acknowledge instruments executed by the corporation, but in the absence of any such provision, a representative of a corporation with authority to execute an instrument on the corporation’s behalf may also properly acknowledge such an instrument.  The officer who affixes the corporate seal to corporate documents may be regarded as the party executing a deed within the meaning of a statute requiring deeds to be acknowledged by the grantor.

A corporate seal is an official seal used by a company.  Traditionally, the seal was of some legal significance.  The affixing of the seal signified that the document was the act and deed of the company.  Whereas, when a document was merely signed by a director, then that was deemed to be an act carried out on behalf of the company by its agents, which was subject to applicable restrictions and limitations under the ordinary law of agency.

Corporations generally only use corporate seals for two purposes today:

  • Documents which need to be executed as deeds (as opposed to simple contracts), may be executed under the company’s common seal
  • Certain corporate documents, for example share certificates are often issued under the company seal

Inside Corporations