A notary public is asked to take the acknowledgment of a document that the notary is signing on behalf of a corporation as its authorized representative. Under Executive Law §138, what is the proper course of action?
Notaries cannot take acknowledgments if they are parties to the document, even as corporate representatives.
Executive Law §138 prohibits an officer from taking an acknowledgment or proof of an instrument if that officer is themselves a party executing it, whether individually or as a representative. In this situation, the notary is signing on behalf of the corporation, so the notary is executing the instrument in a representative capacity and cannot take the acknowledgment.
Notaries cannot take acknowledgments if they are parties to the document, even if they disclose their role.
Executive Law §138 applies whether the notary acts individually or as a representative.
Explanation
Whenever the officer taking the acknowledgment is also a party executing the instrument, the acknowledgment cannot be taken by that same officer, whether signing individually or in a representative capacity.
Memory Aid
Key distinction: If you SIGN, you can't SEAL. A notary who executes the instrument cannot take its acknowledgment.