Is Your “Oath Of The Inspector” Properly Drafted? And Properly Executed? Maybe Not!

Recently, Wendy Shiba - a former law professor and the former Corporate Secretary of three NYSE listed companies - and one of our many superstar Inspectors - emailed to point out an unusual quirk in California’s Corporate Code: The code was amended back in 2014 to require specific language that must appear verbatim on the notarization section of the Oath of the Inspector as follows:

CHAPTER 3. Notaries Public [8200 - 8230]

(Chapter 3 enacted by Stats. 1943, Ch. 134.)  

8202

(a) When executing a jurat, a notary shall administer an oath or affirmation to the affiant and shall determine, from satisfactory evidence as described in Section 1185 of the Civil Code, that the affiant is the person executing the document. The affiant shall sign the document in the presence of the notary.

(b) To any affidavit subscribed and sworn to before a notary, there shall be attached a jurat that includes a notice at the top, in an enclosed box, stating: “A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.” This notice shall be legible.

(c) The physical format of the boxed notice at the top of the jurat required pursuant to subdivision (d) is an example, for purposes of illustration and not limitation, of the physical format of a boxed notice fulfilling the requirements of subdivision (b).

(d) A jurat executed pursuant to this section shall be in the following form:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California

County of _______________

Subscribed and sworn to (or affirmed) before me on this _____ day of _______, 20__, by _________________________, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.

Seal

Signature

(Amended by Stats. 2014, Ch. 197, Sec. 3. (SB 1050) Effective January 1, 2015.)

GOVERNMENT CODE – GOV - TITLE 2. GOVERNMENT OF THE STATE OF CALIFORNIA [8000 - 22980( Title 2 enacted by Stats. 1943, Ch. 134. )

DIVISION 1. GENERAL [8000 - 8899.72]  ( Division 1 enacted by Stats. 1943, Ch. 134. )

Wendy also pointed out that some forms she has seen have been in the form of “declarations” on the part of the Inspector rather than being truly oaths. Oaths are absolutely required in every state corporate code we have reviewed - and we are pretty sure we have reviewed them all. 

If you are a California company, it would be very smart indeed to check your 2022 paperwork to be sure it meets the law. And check yet again if you might be changing Inspectors in 2023.