Articles of Incorporation, Bylaws & Corporate Resolutions: Notary Requirements

If you are forming a corporation — or running one — there is a persistent myth that every foundational document needs a notary. In practice, the rules are narrower and more specific than most founders expect. Articles of Incorporation are almost never notarized; bylaws are almost never notarized; but secretary's certificates and board resolutions presented to banks, lenders, title companies, and foreign governments almost always are.

This guide separates the actual statutory requirement from the institutional requirement, walks through what Delaware and Model Business Corporation Act (MBCA) states expect, and shows how to get the documents that do need a notary signed online.

Articles of Incorporation: filed, not notarized

In nearly every U.S. state, the Articles of Incorporation (sometimes called a Certificate of Incorporation in Delaware) are a filing document, not a notarized instrument. Under Delaware General Corporation Law §102, the certificate is executed by an incorporator and delivered to the Delaware Division of Corporations. DGCL §103 specifies how corporate documents are signed and filed — notarization is not part of that sequence.

The same is true in MBCA states. The Model Business Corporation Act treats Articles of Incorporation as a filing that the incorporator signs and submits to the Secretary of State, who then issues a filing receipt or certificate. What the state actually requires:

• The incorporator's signature (can be a single person — often the attorney or the founder)
• The corporation's name meeting distinguishability rules
• Registered agent and registered office in the state of incorporation
• Authorized shares (number and class)
• A filing fee paid to the Secretary of State (confirm the current amount at your state's filings portal)

The narrow exceptions

Three situations genuinely do call for a notary on or alongside the Articles:

• Certified copies for Apostille. When a corporation needs to prove its existence to a foreign government — opening a foreign bank account, registering a branch abroad — the Secretary of State issues a certified copy, which often travels with a notarized officer's certificate and an Apostille.
• Foreign qualification in certain jurisdictions. A U.S. corporation qualifying to do business abroad, or in a few U.S. territories, may be asked for a notarized and Apostilled copy of the Articles plus a resolution of the board authorizing the qualification.
• Amended and restated Articles in cross-border deals. M&A counsel sometimes requires a notarized officer's certificate attesting that an amended and restated certificate is the operative charter.

Bylaws: adopted, kept in the minute book

Bylaws govern how the corporation operates — how directors are elected, how meetings are called, how officers are appointed. They are adopted at the organizational meeting by either the incorporator (if no directors have been named) or the initial board of directors, and then kept in the corporate minute book.

No state statute we are aware of requires bylaws themselves to be notarized. What a bank or counterparty occasionally asks for is a secretary's certificate that reads, in substance, "I, [Secretary], certify that the attached is a true and complete copy of the bylaws of [Corporation] as in force on [date]." That certificate is notarized; the bylaws themselves are an attachment.

What goes in bylaws (typical)

• Meeting notice, quorum, and voting rules for shareholders and directors
• Number and terms of directors; how vacancies are filled
• Officer titles, duties, and signing authority
• Indemnification and insurance provisions
• Fiscal year and financial-records rules
• Procedures for amending the bylaws

Board and shareholder resolutions: where notaries matter most

A resolution is a formal record of a decision taken by the board of directors or the shareholders. Under DGCL §141 (and analogous MBCA provisions), the board acts either at a properly-noticed meeting or by unanimous written consent. The resolution itself is signed by the directors (or shareholders) and placed in the minute book.

Here is the institutional reality: the resolution does not need to be notarized under state law. The secretary's certificate that certifies the resolution to a third party almost always does.

When a notarized certificate is nearly non-negotiable

• Bank account opening for the corporation
• Loan closings, lines of credit, and borrowing resolutions
• Real-estate transactions — title companies demand a notarized resolution authorizing the officer signing the deed, mortgage, or lease
• Mergers, acquisitions, and asset sales above a threshold set by counsel
• Issuing or transferring shares in certain private-placement contexts
• Opening brokerage or custodial accounts for corporate cash
• Foreign transactions requiring an Apostille

The secretary's certificate, explained

The secretary's certificate (sometimes called an officer's certificate or incumbency certificate) is a sworn statement by the corporate secretary attesting to one or more of:

• The officers who are currently incumbent and their specimen signatures
• That a named resolution was duly adopted by the board and remains in full force
• That the attached bylaws or charter is the true and complete version in effect
• That the officer executing a specific agreement is authorized to do so

Banks and title companies rely on this certificate to avoid the risk of a rogue or unauthorized signer. The notary's role is narrow: verify the identity of the secretary (or assistant secretary) signing the certificate, witness the signature, and apply the seal. The notary is not vouching for the truth of the underlying statements — only that the person who signed is who they say they are.

Delaware vs. home-state considerations

Founders often ask why so much of this points back to Delaware. Two reasons:

• Delaware is the default state of incorporation for roughly two-thirds of Fortune 500 companies and a majority of venture-backed startups, because of DGCL's predictability and the Court of Chancery's expertise.
• The state of incorporation governs internal affairs — fiduciary duties, director elections, shareholder rights, amendments to the charter. That is why a Delaware C-corp headquartered in California still looks to DGCL for the mechanics of a board resolution.

The state where the notary is commissioned, however, governs the notarial act itself. A Delaware corporation can have its secretary's certificate notarized by a RON notary commissioned in Florida, Texas, Virginia, or any other state that permits Remote Online Notarization. Banks and counterparties accept this because the notary's jurisdiction and the entity's jurisdiction are independent questions under the full-faith-and-credit and choice-of-law doctrines.

A corporation must also maintain a registered agent in its state of incorporation (DGCL §132 for Delaware; MBCA §5.01 analogs elsewhere). The registered agent accepts service of process — unrelated to notarization, but part of the formation checklist you should not skip.

Common mistakes to avoid

• Assuming the Articles need a notary. They almost never do. Save the fee and file directly with the Secretary of State.
• Notarizing the resolution but not the certificate. The certificate is what banks actually ask for. A standalone notarized resolution often gets kicked back with a request for a signed officer's certificate.
• Wrong signer. A secretary's certificate must be signed by the corporate secretary or an assistant secretary — not the CEO acting as secretary unless expressly authorized. Check the bylaws for who is eligible.
• Stale incumbency. Certificates are usually dated within 30 days of the closing. A certificate from six months ago will not satisfy a lender.
• Forgetting the Apostille for foreign use. A notarized certificate without an Apostille is useless in a Hague-Convention country. Plan the Apostille timeline when you plan the notarization.
• Pre-signing the certificate. The secretary signs in front of the notary on the live RON session. A pre-signed certificate voids the notarial act.
• Name mismatches. If the corporate secretary is listed as "Jonathan" on the certificate but the government ID shows "John," resolve that before the session.

Step-by-step: getting this notarized online

1. Identify the exact document the counterparty needs

Ask the bank, lender, or title company for a sample secretary's certificate or their preferred form. Most have a template. If they do not, corporate counsel can produce one that tracks the resolution being certified.

2. Draft the underlying resolution and secretary's certificate

The resolution goes into the minute book; the certificate is the notarized instrument. Attach a true copy of the resolution (and sometimes the bylaws or charter) as an exhibit to the certificate.

3. Confirm the signer and ID

The corporate secretary or assistant secretary signs. They will need a valid, unexpired government-issued photo ID matching the name on the certificate. Verify the incumbency in the bylaws or a prior consent before the session.

4. Book a RON session

Schedule a Remote Online Notarization session. The secretary appears on camera, the notary performs credential analysis and knowledge-based authentication, and witnesses the signature on the certificate (and any attached exhibits that require the secretary's signature).

5. Deliver the sealed PDF — and Apostille if needed

You will receive a sealed PDF plus an audit certificate. Do not print and rescan — that strips the cryptographic seal. Upload the sealed PDF directly to the counterparty's portal. If the document is going overseas, order the Apostille from the Secretary of State where the notary is commissioned.

Bottom line

Articles of Incorporation are filed, not notarized. Bylaws are adopted, not notarized. Where notaries actually matter for a corporation is at the third-party interface: the secretary's certificate that a bank, title company, lender, or foreign government asks for to prove that the officer signing a deal has the authority to bind the company. Get the certificate drafted right, get the right signer in front of a commissioned online notary, and deliver the sealed PDF directly — U.S. Online Notaries handles these every day for Delaware and home-state corporations alike.