At Vanner Perez, we think laterally and commercially rather than rigidly or inflexibly. We are your partner, not an obstruction. This is especially important for the notarisation of documents for ship sale and purchase, as well as refinance and ship management, because these can present a very specific set of questions and challenges.
Our team is experienced in dealing with bills of sale, mortgages and powers of attorney and the plethora of other documents that these transactions may involve. From Panama through the Bahamas to Liberia and the Marshall Islands, we have experience dealing with the common and not-so-common flags. This guide outlines what’s involved in the notarisation of shipping documents and how we can help you with the process.
What we need and why
The list of documentation that a notary might need to see can vary quite substantially from one transaction to the next, so it’s always best to check with us to see exactly what will be needed. It is, however, possible to give examples of what we typically need to see:
Evidence of ID
One of the key elements of notarisation is the confirmation of the signatory’s identity and so we’ll need to see photographic ID (passport is best) for each signatory. Once we’ve seen the original we’ll keep a copy on file (subject to strict data protection controls), so we won’t need to see the passport again.
Evidence of authority to sign
Aside from certifying the signatory’s ID, we often have to confirm that he or she is authorised to enter into the transaction on behalf of the company.
For some transactions, the transactional documents themselves are signed by director(s) of the company. This is relatively straightforward and we generally ask to see a copy of the board resolution that approves the transaction.
In other cases, the signatories are acting as attorneys-in-fact of the company under powers of attorney – more often than not, a power of attorney that was granted abroad. To that end we’ll need to see the power of attorney itself and make sure that the attorney has been properly authorised to execute the documents.
Usually, we’ll ask for the power of attorney to be notarised in the jurisdiction that it was executed in so we can be sure of the identity and authority of the grantor. If that is going to cause an issue, or if it simply hasn’t been done, we might be able to examine the constitutional documents of the grantor company as well as speak to the signatory themselves in order to satisfy ourselves as to the due execution of the power.
BEWARE! In order for an attorney to delegate their authority by way of another power of attorney, the first power of attorney must contain a clause specifically allowing for such delegation.
Evidence of corporate capacity
An equally key part of the notarisation is to verify that the company has the legal capacity to enter into the proposed transaction. This normally requires us to inspect copies of the company’s constitutional documents to ensure there is nothing to prevent it from doing what it is trying to do as part of the transaction, e.g. disposing of its assets, taking out a mortgage or appointing a managing agent.
Notaries as escrow agents
By virtue of our office, we act as a neutral party so don’t usually advise on the content of the documents. However, we will check to make sure that the document is in proper form for execution, e.g. all attachments are present, dates are inserted and no information is omitted. Given that signings often happen at short notice and things may need to be held pending completion of a condition precedent, we offer an escrow service where documents are held to order. This means dates can be inserted once money has been transferred or mortgage discharges can be sent to registries only when you’re ready to proceed with the closing.