Acknowledgement by Entity on Behalf of Another Entity
AKA: “Compound Acknowledgement”
55-707A. ACKNOWLEDGEMENT BY AN ENTITY ON BEHALF OF ANOTHER ENTITY
(1) As used in this section:
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A corporation, partnership, limited liability company, trust or other legal entity which is the party executing an instrument and the party, or one (1) of the parties, to be bound thereby shall be referred to as the "maker" of the instrument;
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A corporation, partnership, limited liability company, trust or other legal entity which is a partner, manager, member, trustee or other authorized representative of the maker shall be referred to as the "constituent entity" of the maker;
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The natural person who signs the written instrument as an officer, partner, manager, member, trustee or other authorized representative of the constituent entity shall be referred to as the "signer"; and
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An acknowledgment of an instrument executed by a maker acting through a constituent entity shall be referred to as a "compound acknowledgment."
(2) A compound acknowledgment of an instrument shall be made in a form which substantially conforms to the statutory form of acknowledgment for an entity of the same legal form as either the maker or the constituent entity; provided however, that any acknowledgment which satisfies the requirements of subsection (3) of this section shall suffice.
(3) A compound acknowledgment shall:
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Identify the signer;
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State the signer's official title, capacity or authority to sign on behalf of the constituent entity, or recite that the signer is authorized to sign on behalf of the constituent entity;
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Identify the constituent entity or constituent entities;
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Recite the constituent entity's official title, capacity or authority to act on behalf of the maker, or the relationship of the constituent entity to the maker, or the position the constituent entity holds in or with the maker, or that the constituent entity is authorized to act on behalf of the maker; and
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Identify the maker.
The certificate of acknowledgement, unless it is otherwise provided for in Title 55, Chapter 7, must be in substantially the following form:
The example shown is for a maker (owner) that is a Partnership, acting through a Constituent Entity that is a Corporation.
Example:
State of Idaho )
) ss.
County of ______)
On this ____ day of ________, in the year ____, before me, a notary public in and for said state, personally appeared ___(Signer1)___________, known or identified to me (or proved to me on the oath of ..2 ..), to be the _(Officer Title 3 )_ of _(Constituent Entity)_, a _(Idaho Corporation 4 )_ , (which is) one of the partners in the partnership of _(Maker)_, a _( Idaho Partnership )_ , and the partner or one of the partners who subscribed said partnership name to the foregoing instrument, and acknowledged to me that (he/she/they) executed the within instrument on behalf of said _(Corporation)_, and that such _(Corporation)_ executed the same in said _(Partnership)_ name.
1 In the example, the natural person who signs the written instrument as an officer of the corporation.
2 The oath, and the administration thereof are discussed in I.C. Title 9 Chapter 14, and Title 51 Chapter 1 Section 09.
3 In the example, the Position or Capacity of the officer. Either a President, Vice President, Secretary or Assistant Secretary as in I.C. Title 55 Chapter 7 Section 07.
4 In the example, the type of business and the state of registration.
Review:
- Does the Signers name and title match the documents of record on file with the Secretary of State (Articles of Incorporation and the current Annual Report Form)?Is the “construction” of the compound acknowledgement correct for the type of ownership?
References:
Title 53, Chapter 6 - Idaho LLC Act
Title 55, Chapter 7, Section 07A - Acknowledgements
Last Revised: 5/03/2010
- Is the Constituent Entity registered with the Idaho Secretary of State, and authorized to do business in the State of Idaho?