Does a board resolution need to be notarized in Florida?
Florida corporate law doesn't require it — banks and title companies ask for a notarized certificate anyway, to confirm who's actually authorized to sign.
No. Florida's Business Corporation Act doesn't require a board resolution to be notarized. Banks, title companies, and other counterparties commonly ask for a notarized secretary's certificate anyway — a signed statement from a corporate officer confirming the resolution was properly adopted and naming who's authorized to sign — before they'll rely on someone's authority to act for the company.
What Florida law requires
A board resolution is adopted according to the corporation's own bylaws and Florida's Business Corporation Act (F.S. Chapter 607). No statute requires notarization for the resolution itself to be valid corporate action.
Why counterparties ask for a notarized certificate
A bank, title company, or lender wants assurance that the person signing a deed, mortgage, or contract actually has authority to bind the company. A notarized secretary's certificate — confirming the resolution is true and correct and naming the signer's office — gives them that independent verification, especially before a loan closing.
Who signs
- The corporate secretary or equivalent officer signs the certificate attesting to the resolution
- I verify their identity and notarize their signature — I don't verify the resolution's content or the company's internal corporate records
Preparation checklist
- The resolution or secretary's certificate, completed and unsigned
- One current government-issued photo ID matching the signer's name
- Confirmation of the signer's officer title
What EMC does not do
I don't draft resolutions, verify a company's internal corporate records, or give corporate or legal advice.
I am not an attorney licensed to practice law in the State of Florida, and I may not give legal advice or accept fees for legal advice.
Frequently asked questions
Does a board resolution need to be notarized in Florida?
No. Florida's Business Corporation Act doesn't require it. Banks and title companies commonly ask for a notarized secretary's certificate anyway, to confirm who's authorized to sign.
What is a secretary's certificate?
A signed statement from a corporate officer confirming a specific resolution was properly adopted by the board and naming who's authorized to sign on the company's behalf. It's the notarized document, not the resolution itself, in most closings.
Can EMC notarize a secretary's certificate remotely?
Yes, by RON.
Does EMC verify the company's authority or corporate records?
No. I verify the signer's identity and notarize their signature — confirming the resolution is accurate and properly adopted is the company's and its attorney's responsibility.
Do you handle corporate document notarizations generally?
Yes — see Business & Corporate Notarization for board resolutions, vendor contracts, and other corporate documents.