September 16, 2016

Does The Operating Agreement Need To Be Notarized?

Does the Operating Agreement need to be notarized? If not, how do you know that the person who prepared it did not just change it and put the signature page at the end?

– Cory, Arizona

Answer

On long contracts (which an Operating Agreement essentially is–a contract among members of the limited liability company), it is common to have a space on the bottom of each page for the parties to initial.

That way, you can avoid concern over pages being inserted in the middle, with the signature page remaining the same. If a page were inserted, the initials would be missing.

By the way, notarization wouldn’t help in that situation, as a party could simply replace pages after the signature page was notarized.

I am not aware of any state law which requires Operating Agreements to be notarized in order to be enforceable among the parties.

Swapping pages in a contract is very blatant fraud. Hopefully, you will not do business with those kinds of people.

One way to protect yourself is to create a paper trail of drafts of the documents as you exchange them during negotiations. In the event of litigation, you’d have evidence to support your story that pages were swapped.

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