State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_47 > GS_47-41_02

§ 47‑41.02.  Other formsof probate for corporate conveyances.

(a)        The following formsof probate for deeds and other conveyances executed by a corporation shall alsobe deemed sufficient but shall not exclude other forms of probate which wouldbe deemed sufficient in law.

(b)        If the instrumentis executed by the president or presiding member or trustee and two othermembers of the corporation, and sealed with the common seal, the following formshall be sufficient:

North Carolina,____________________ County.

This ______ day of ________A.D.________, personally came before me (here give the name and official titleof the officer who signs this certificate) A.B. (here give the name of thesubscribing witness), who, being by me duly sworn, says that he knows thecommon seal of the (here give the name of the corporation), and is alsoacquainted with C.D., who is the president (or presiding member or trustee),and also with E.F. and G.H., two other members of said corporation; and thathe, the said A.B., saw the said president (or presiding member or trustee) andthe two said other members sign the said instrument, and saw the said president(or presiding member or trustee) affix the said common seal of said corporationthereto, and that he, the said subscribing witness, signed his name as suchsubscribing witness thereto in their presence. Witness my hand and (when anofficial seal is required by law) official seal, this ____ day of ______(year).

(Official seal.)

                                                                                    ____________________________________

                                                                                    (Signatureof officer.)

(c)        If the deed or otherinstrument is executed by the president, presiding member or trustee of thecorporation, and sealed with its common seal, and attested by its secretary orassistant secretary, either of the following forms of proof and certificatethereof shall be deemed sufficient:

North Carolina,____________________ County.

This _________ dayof___________, A.D.___________, personally came before me (here give name andofficial title of the officer who signs the certificate) A.B. (here give thename of the attesting secretary or assistant secretary), who, being by me dulysworn, says that he knows the common seal of (here give the name of thecorporation), and is acquainted with C.D., who is the president of saidcorporation, and that he, the said A.B., is the secretary (or assistantsecretary) of the said corporation, and saw the said president sign theforegoing (or annexed) instrument, and saw the said common seal of saidcorporation affixed to said instrument by said president (or that he, the saidA.B., secretary or assistant secretary as aforesaid, affixed said seal to saidinstrument), and that he, the said A.B., signed his name in attestation of theexecution of said instrument in the presence of said president of saidcorporation.  Witness my hand and (when an official seal is required by law)official seal, this the ___________ day of ____________ (year).

(Officialseal.)

                                                                                                                                                        

                                                                                   (Signatureof officer.)

North Carolina,____________________ County.

This is to certify that on the__________ day of ___________, ________, before me personally came ___________(president, vice‑president, secretary or assistant secretary, as the casemay be), with whom I am personally acquainted, who, being by me duly sworn,says that _________ is the president (or vice‑president), and __________is the secretary (or assistant secretary) of the________, the corporationdescribed in and which executed the foregoing instrument; that he knows thecommon seal of said corporation; that the seal affixed to the foregoinginstrument is said common seal, and the name of the corporation was subscribedthereto by the said president (or vice‑president), and that saidpresident (or vice‑president) and secretary (or assistant secretary)subscribed their names thereto, and said common seal was affixed, all by orderof the board of directors of said corporation, and that the said instrument isthe act and deed of said corporation.  Witness my hand and (when an officialseal is required by law) official seal, this the _________ day of __________(year).

(Officialseal.)

                                                                                                                                                        

                                                                                   (Signatureof officer.)

(d)        If the deed orother instrument is executed by the signature of the president, vice‑president,presiding member or trustee of the corporation, and sealed with its common sealand attested by its secretary or assistant secretary, the following form ofproof and certificate thereof shall be deemed sufficient:

This ____ day of ____, A.D.____, personally came before me (here give name and official title of officerwho signs the certificate) A.B., who, being by me duly sworn, says that he ispresident (vice‑president, presiding member or trustee) of the ____Company, and that the seal affixed to the foregoing (or annexed) instrument inwriting is the corporate seal of said company, and that said writing was signedand sealed by him in behalf of said corporation by its authority duly given.And the said A.B. acknowledged the said writing to be the act and deed of saidcorporation.

(Officialseal.)

                                                                                                                                                        

                                                                                   (Signatureof officer.)

(e)        All corporateconveyances probated and recorded prior to February 14, 1939, wherein the samewas attested by the assistant secretary, instead of the secretary, andotherwise regular, are hereby validated as if attested by the secretary of thecorporation.

(f)         The followingforms of probate for contracts in writing for the purchase of personal propertyby corporations providing for a lien on the property or the retention of atitle thereto by the vendor as security for the purchase price or any partthereof, or chattel mortgages, chattel deeds of trust, and conditional sales ofpersonal property executed by a corporation shall be deemed sufficient butshall not exclude other forms of probate which would be deemed sufficient inlaw:

                                                                                                                                                        

                                                                                   (Signatureof officer.)

(g)        All deeds and otherconveyances executed on or before April 12, 1974, by the president, any vice‑president,assistant vice‑president, manager, comptroller, treasurer, assistanttreasurer, trust officer or assistant trust officer, or chairman or vice‑chairmanof a corporation are hereby validated to the extent that such deeds or otherconveyances were otherwise properly executed, probated, and recorded.

(h)        The forms ofprobate set forth in this section may be modified and adopted for use in theprobate of deeds and other conveyances and instruments executed by entitiesother than corporations, including general and limited partnership, limitedliability companies, trusts, and unincorporated associations. This subsectionapplies to notarial certificates and forms of probate made before, on, or afterDecember 1, 2005. (1991,c. 647, s. 5; 1991 (Reg. Sess., 1992), c. 1030, s. 14; 1999‑456, s. 59;2006‑59, s. 30.)