N.C. Gen. Stat. § 47-41-02 — NC Code / Chapter 47 / Section 47-41-02
§ 47-41.02. Other forms of probate for corporate conveyances
Status: in_force

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

(b) If the instrument is executed by the president or presiding member or trustee and two other members of the corporation, and sealed with the common seal, the following form shall be sufficient:

North Carolina, ․․․․․․․․․․ County.

This ․․․ day of ․․․․․․․․․․ A.D. ․․․․․․․․․․, personally came before me (here give the name and official title of the officer who signs this certificate) A.B. (here give the name of the subscribing witness), who, being by me duly sworn, says that he knows the common seal of the (here give the name of the corporation), and is also acquainted 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 that he, the said A.B., saw the said president (or presiding member or trustee) and the 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 corporation thereto, and that he, the said subscribing witness, signed his name as such subscribing witness thereto in their presence. Witness my hand and (when an official seal is required by law) official seal, this ․․․․․․․․․․ day of ․․․ (year).

(Official seal.)

․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

(Signature of officer.)

(c) If the deed or other instrument is executed by the president, presiding member or trustee of the corporation, and sealed with its common seal, and attested by its secretary or assistant secretary, either of the following forms of proof and certificate thereof shall be deemed sufficient:

North Carolina, ․․․․․․․․․․ County.

This ․․․ day of ․․․, A.D. ․․․․․․․․․․, personally came before me (here give name and official title of the officer who signs the certificate) A.B. (here give the name of the attesting secretary or assistant secretary), who, being by me duly sworn, says that he knows the common seal of (here give the name of the corporation), and is acquainted with C.D., who is the president of said corporation, and that he, the said A.B., is the secretary (or assistant secretary) of the said corporation, and saw the said president sign the foregoing (or annexed) instrument, and saw the said common seal of said corporation affixed to said instrument by said president (or that he, the said A.B., secretary or assistant secretary as aforesaid, affixed said seal to said instrument), and that he, the said A.B., signed his name in attestation of the execution of said instrument in the presence of said president of said corporation. Witness my hand and (when an official seal is required by law) official seal, this the ․․․․․․․․․․ day of ․․․ (year).

(Official seal.)

․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

(Signature of 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 case may 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 corporation described in and which executed the foregoing instrument; that he knows the common seal of said corporation; that the seal affixed to the foregoing instrument is said common seal, and the name of the corporation was subscribed thereto by the said president (or vice-president), and that said president (or vice-president) and secretary (or assistant secretary) subscribed their names thereto, and said common seal was affixed, all by order of the board of directors of said corporation, and that the said instrument is the act and deed of said corporation. Witness my hand and (when an official seal is required by law) official seal, this the ․․․ day of ․․․ (year).

(Official seal.)

․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

(Signature of officer.)

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

This ․․․ day of ․․․, A.D. ․․․․․․․․․․, personally came before me (here give name and official title of officer who signs the certificate) A.B., who, being by me duly sworn, says that he is president (vice-president, presiding member or trustee) of the ․․․ Company, and that the seal affixed to the foregoing (or annexed) instrument in writing is the corporate seal of said company, and that said writing was signed and 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 said corporation.

(Official seal.)

․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

(Signature of officer.)

(e) All corporate conveyances probated and recorded prior to February 14, 1939, wherein the same was attested by the assistant secretary, instead of the secretary, and otherwise regular, are hereby validated as if attested by the secretary of the corporation.

(f) The following forms of probate for contracts in writing for the purchase of personal property by corporations providing for a lien on the property or the retention of a title thereto by the vendor as security for the purchase price or any part thereof, or chattel mortgages, chattel deeds of trust, and conditional sales of personal property executed by a corporation shall be deemed sufficient but shall not exclude other forms of probate which would be deemed sufficient in law:

North Carolina

․․․․․․․․․․ County

I, ․․․․․․․․․․, do hereby certify that ․․․․․․․․․․ (Name of president, secretary or treasurer) personally came before me this day and acknowledged that he is ․․․․․․․․․․(President, secretary or treasurer) of ․․․․․․․․․․(Name of corporation) and acknowledged, on behalf of ․․․․․․․․․․(Name of corporation), the grantor, the due execution of the foregoing instrument.

Witness my hand and official seal, this ․․․ day of ․․․, ․․․․․

(Official seal)

․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

(Title of officer)

․․․․․․․․․․ (Name of state)

․․․․․․․․․․ (County)

I, ․․․․․․․․․․ (Name of officer taking proof) (Official title of officer taking proof) of ․․․․․․․․․․ (County) (Name of state), certify that ․․․․․․․․․․ (Name of subscribing witness) personally appeared before me, and being duly sworn, stated that in his presence ․․․․․․․․․․ (Name of president, secretary or treasurer of maker)

(signed the foregoing instrument) (acknowledged the execution of the foregoing instrument.) (Strike out the words not applicable.)

Witness my hand and official seal, this ․․․․․․․․․․ day of ․․․․․․․․․․, (Month) ․․․․․ (Year)

․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

(Signature of official taking proof)

․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

(Official title of official taking proof)

My commission expires ․․․․․․․․․․ (Date of expiration of official's commission)

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

(h) The forms of probate set forth in this section may be modified and adopted for use in the probate of deeds and other conveyances and instruments executed by entities other than corporations, including general and limited partnership, limited liability companies, trusts, and unincorporated associations. This subsection applies to notarial certificates and forms of probate made before, on, or after December 1, 2005.