Can anyone point me in the right direction on when and why we stopped requiring corporate seals on documents, like mortgages?

With respect to mortgages, I think the answer lies in a change in the Title Examination Standards in 1994. Before September 1, 1994, the corporate seal was required. After that date, the revisions eliminated that requirement.


Title Examination Standards
Chapter 1, App.
Chapter 12. Corporations
§12.2. Rebuttable Presumptions Concerning Corporate Instruments Executed in Proper Form.

If a recorded instrument from a corporation is executed and acknowledged in proper form, the title examiner may presume that:

A. the persons executing the instrument were the officers they purported to be,

B. the officers were authorized to execute the instrument on behalf of the corporation,

C. the corporation was authorized to acquire and sell the property affected by the recorded instrument, and

D. the corporation was legally in existence when the instrument was executed.

From and after September 1, 1994, recorded instruments must be signed on behalf of a domestic corporation by a president, vice president, chairman or vice chairman of the board of directors. A corporate instrument executed in another state may be accepted if it is executed either by the proper officers under Oklahoma law or by the proper officers under the laws of the state where the instrument was executed.

Before September 1, 1994, corporate instruments were required to be executed by a corporate president or vice president, attested by a corporate secretary or assistant secretary, and impressed with the corporate seal. Instruments from banks could be attested by a cashier or assistant cashier.

Authority: 16 O.S. §§ 53; 93.

-----------------------------------

This Standard can be found here.

Thank you

Another question please: What about needing a seal for a Corporate Resolution for a new checking account? Would a seal be required for that?

In Oklahoma, corporations have specific statutory power to adopt and use a corporate seal. See 18 O.S. section 1016(3). Not every corporation will have a seal, since the statute authorizes the use of seals, but doesn't require it.

Some states have specific statutes that say the presence of the corporate seal on a document purporting to be executed by authority of a corporation shall be "prima facie" evidence that the document was so executed. Prima facie evidence can establish proof of a fact but may be contradicted by other evidence to the contrary. To my knowledge, Oklahoma does not have a similar statute.

So, I think the answer is: if a corporation has a seal, then it should be used on the resolution. If a corporation does not have one, the absence of the seal would not render a resolution invalid.

Here are some BOL links on the subject (found by doing the following Google search, site:bankersonline.com "corporate seal"):

Sam Ott
John Burnett and Mary Beth Guard

As suggested in these links, it would be a good idea to consult with your bank's attorney in determining your policy on this issue.

Thanks for the help. I did search, but apparently, not correctly