Notarization Requirements for LLC Operating Agreements

Does an LLC Operating Agreement Need to Be Notarized?

The short answer: it depends on your state and how you plan to use the document.

Most states do not legally require LLC operating agreements to be notarized. However, there are important exceptions and practical reasons why notarization is often a smart move even when not required.

States That Require or Strongly Recommend Notarization

While most states are silent on notarization for operating agreements, a few have specific requirements:

• New York: Operating agreements don't need to be notarized just to be effective among members, but if the LLC will own real property or open certain bank accounts, notarization may be required by third parties
• California: No statutory notarization requirement, but lenders and title companies often demand it
• Florida: Strongly recommended; some counties require notarized operating agreements before recording property transfers from LLCs

Regardless of your state's statutory requirements, many banks, lenders, real estate title companies, and government agencies will require a notarized operating agreement before doing business with your LLC.

When Third Parties Require Notarized Operating Agreements

Even if your state doesn't require it, you'll almost certainly need a notarized operating agreement for:

Banking: Most financial institutions require a notarized operating agreement to open a business checking account. Banks need proof that the LLC exists and that the person opening the account has authority to act on the LLC's behalf.

SBA Loans: The Small Business Administration typically requires notarized operating agreements as part of loan applications.

Real Estate Transactions: Title companies universally require notarized operating agreements when an LLC is buying, selling, or refinancing property. The county recorder's office also needs proper documentation.

Commercial Leases: Landlords entering into commercial lease agreements with an LLC often require a notarized operating agreement to verify the LLC's existence and the signing member's authority.

Legal Proceedings: If your LLC is involved in litigation, courts may require certified and notarized copies of the operating agreement.

Who Should Sign the LLC Operating Agreement?

In a single-member LLC, the sole member signs. In a multi-member LLC, typically all members sign.

For notarization purposes:

• Each member signing the agreement should have their signature notarized
• If the operating agreement is very long, the notary typically notarizes the signature page rather than every page
• Members can sign in front of the same notary or different notaries (with separate acknowledgment certificates)

Can Members Sign in Different Locations?

Yes. If LLC members are in different cities or states, each can sign in front of their own local notary. Each notary executes their own acknowledgment certificate on the signature page.

Alternatively, remote online notarization allows all members to sign with the same notary in a single video session, regardless of their physical locations. This is increasingly the preferred approach for multi-member LLCs where members are geographically dispersed.

Sample Notary Language for an LLC Operating Agreement

A typical acknowledgment block for an LLC operating agreement looks like this:

STATE OF [STATE]
COUNTY OF [COUNTY]

Before me, the undersigned notary public, personally appeared [MEMBER NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same for the purposes therein contained.

In witness whereof, I have hereunto set my hand and official seal this ___ day of _, 20.

___________________________
Notary Public
My Commission Expires: _______

The Operating Agreement Versus the Articles of Organization

Don't confuse the operating agreement with the articles of organization. The articles of organization are filed with the state — and are a public, government-filed document. Operating agreements are private documents between the members.

Articles of organization may or may not require notarization (most states don't require it, but check your state's LLC filing requirements).

Operating agreements are private and the notarization requirements depend on how they'll be used, as described above.

Best Practice: Notarize Your Operating Agreement From Day One

Even if your state doesn't require it today, a notarized operating agreement:

1. Prevents future headaches — you won't scramble to track down all members for notarization when a bank suddenly requires it
2. Provides fraud protection — a notarized document is harder to contest or forge
3. Facilitates business transactions — opens the door to banking, lending, and real estate transactions without delays
4. Demonstrates professionalism — counter-parties and lenders take notarized documents more seriously

The cost of notarization — especially via remote online notarization — is minimal. The cost of having to renegotiate a property deal or delay a loan closing because your operating agreement isn't notarized can be significant.

Remote Online Notarization for LLC Documents

Looking Glass Runners specializes in business document notarization, including LLC operating agreements. Our notaries are familiar with business formation documents and the requirements of banks, lenders, and title companies.

Multi-member LLCs can have all members participate in a single remote session, making the process efficient regardless of where members are located.

Book Your LLC Operating Agreement Notarization →

---

This guide is for informational purposes and does not constitute legal advice. Requirements vary by state and institution. Consult an attorney for advice specific to your LLC.