Certification of a Signature on a Transaction - Your Contract, Your Terms, the Notary's Confirmation of Who Signed

Two ways to bring a contract to a notary

Georgian notarial law offers a transaction two levels of involvement. In certification of a transaction, the notary drafts or reviews the contract, verifies the parties' capacity and authority and the lawfulness of the terms, explains the legal consequences, and certifies the transaction as a notarial act for which the notary bears responsibility; the contract becomes a notarial document with the evidential and, for some contracts, enforceable force the law attaches to that form. In authentication of the parties' signatures on a transaction, the parties bring their own contract, the notary establishes their identities and, for companies, their authority, satisfies itself that the document is not manifestly unlawful, watches them sign or hears them acknowledge their signatures, and certifies the signatures - nothing more. The contract remains a private document whose content the parties alone answer for, but its signatures can no longer be denied, its date is fixed, and the act is in the notarial register. The second form takes minutes, is charged at a lower tariff, and is what most commercial parties, landlords, lenders and buyers of movable property actually need.

When authenticated signatures are enough

For a great many contracts Georgian law requires no notarial form at all, and authenticated signatures are added for evidential weight or because a counterparty, a registry or a bank asks for them: commercial supply, service, distribution and agency agreements; loan agreements between private parties and the acknowledgements of debt that lenders want indisputable; leases of apartments and commercial premises, including those registered at the Public Registry, which accepts a lease with signatures authenticated by a notary; sale of vehicles, which the Service Agency registers on a contract with authenticated signatures; sale of movable property and equipment; shareholder and partner agreements that the parties keep private; settlement agreements; employment contracts where an employer wants the signature indisputable; and the contracts foreign counterparties send with the instruction to "have the signatures notarized". The National Agency of Public Registry registers real estate transactions on the basis of a contract in simple written form signed before the registry's own officer or with signatures authenticated by a notary, so even property sales are frequently done in this form rather than as full notarial certification, at the parties' choice and their lawyers' advice.

When Georgian law requires the full notarial form

Some transactions must be certified by a notary as a whole, and for them authenticated signatures are not enough and the notary will refuse the lesser act: marriage contracts and agreements between spouses on property; wills and inheritance agreements; certain powers of attorney; contracts that the parties have agreed must be in notarial form; the founding documents of certain entities and transactions concerning shares where the law or the charter prescribes it; and transactions where a party's capacity is limited and a guardian or a court is involved. Beyond the legal requirement, full certification is worth choosing where the parties want the notary's independent review of the terms, where a foreign party wants the protection of a notary's explanation, where a lender wants a notarially certified loan deed that can be enforced without a court judgment, or where a foreign authority will require a "notarial deed" rather than authenticated signatures. We tell the parties which form the law requires and which their purpose suggests, and our partner notary performs either.

Foreign-language contracts, bilingual drafting and the interpreter

The notary authenticates signatures on a contract in Georgian, or on a bilingual contract with a Georgian text; a contract only in English, Russian or another language is accompanied by a Georgian translation for the notary's file and, where a Georgian registry or authority will receive it, by a notarized translation. Foreign parties who do not speak Georgian sign with our interpreter present and recorded in the act, as the law requires, and we draft or convert contracts into bilingual form - Georgian with a parallel column in the party's language - so that each party signs what they can read and the notary and the registry read the Georgian; where the parties already have an English contract, we add the Georgian text as a parallel column with a language clause stating which prevails, and the parties' lawyers review the Georgian before signing, because it is what a Georgian court would read. Company parties sign through their authorized representatives, whose authority the notary verifies in the Public Registry extract or, for foreign companies, in the apostilled and translated extract and resolution we prepare beforehand.

What the act does not protect you from

Because the notary does not review the content, authenticated signatures do not cure a contract that is defective: a lease with an unregistered landlord, a sale by someone who does not own the thing, a loan at an unlawful rate, a term unenforceable under Georgian law, a contract signed by a representative without authority for that act - all of these remain what they are, with indisputable signatures on them. The notary refuses the act only where the document is manifestly unlawful on its face, where a party cannot be identified or does not appear to sign freely, or where the law requires full certification; everything else is the parties' responsibility. We say this plainly because foreign clients sometimes assume that a notary's seal on a contract means the notary has checked the deal, which in this act it does not; where a client wants that check, full certification or a lawyer's review is the answer, and we arrange either.

What to bring, fees, timing and use abroad

Bring valid identity documents for every signatory, the contract in as many originals as the parties want authenticated (each original is signed and certified), and for company signatories the extract and, where the charter requires, the resolution showing authority; send the contract in advance on WhatsApp, Telegram or email so that we prepare the Georgian text or translation, verify the signatories' authority and book the appointment at Agmashenebeli 117, where the act takes about fifteen minutes per contract. Foreign passports are translated for the notary's file beforehand from a photo. Fees follow the official tariff per signature authenticated; the translation, bilingual drafting and interpreter are quoted separately in advance. A contract with authenticated signatures is a Georgian notarial act for the purpose of the apostille, which is obtained through the Ministry of Justice route in one to three business days for use abroad, with a notarized translation where the destination needs one.

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