You have found your co-founder. You have sketched the idea on a napkin at a coffee shop, hashed out who owns what and who does the day-to-day work, and now you are both sitting on a thick, unsigned stack of paper labeled “Partnership Agreement.” One of you is across the state. The other is across the world. And a well-meaning friend has just told you, “You should get this notarized.”
Is a notary even required when you start a business partnership in New York? What does a notary actually do to your agreement, and can it all be signed remotely on a video call?
As a New York State Remote Online Notary, I am asked these questions by founders who are one signature away from opening the doors. Let me walk you through the answers, step by step, the way I would in my office.
First, What Is a Partnership in New York?
Before we talk about the notary, let us make sure we are all describing the same animal.
Under New York Partnership Law Section 10, a partnership is “an association of two or more persons to carry on as co-owners a business for profit.” That is the whole definition. Notice what is missing: no filing, no certificate, no state office you must knock on. A general partnership can come into existence with nothing more than two people shaking hands and agreeing to work together for profit. The law treats the relationship as if it began the moment you said “yes,” not the moment you signed anything.
That flexibility is beautiful, and it is also the trap. Because a partnership can form by word of mouth, everything you did not write down is governed by default rules in Partnership Law Section 40. Those rules split profits, losses, management rights, and liability among you – often in a 50/50 way that no one in the room would choose on purpose. The written partnership agreement exists to override all of those defaults. It is the document where you say, “No, we have decided otherwise; here is what we agreed.”
Because the relationship forms the moment you shake hands, the first thing you should do is put every term in writing – and then lock it in with a notary’s seal.
The Default Rules That Apply When You Leave Blanks
Here is where most founders are caught off guard. Section 40 of the Partnership Law fills in any term you forgot to write down, and it does so in a way that is rarely what you intended.
By default, New York law says that partners share profits and losses equally, no matter how much cash each put in. One partner who fronted $100,000 of seed money and the other who only brought a laptop are, in the eyes of the law, equal owners – unless your agreement says otherwise. By default, every partner has the right to manage the day-to-day business and to vote on major decisions; no one may be locked out of the helm simply because they invested more. And by default, every partner is personally on the hook for the business’s debts and obligations, not just up to the amount they contributed.
Each of those defaults can be overridden – that is the entire point of a written agreement. But if a term is silent, the default wins. So the written agreement is not a formality; it is where you replace the law’s one-size-fits-all rules with the specific bargain you actually struck. Think of it as a written “by default” clause for your own business.
That is why, even though no statute requires a notary’s seal on a general partnership agreement, so many of us choose one.
Is Notarization Actually Required for a Partnership Agreement?
Here is the honest answer that surprises most founders: New York law does not require a partnership agreement to be notarized for it to be valid.
A general partnership needs no state filing at all, so there is no certificate demanding a seal. A limited partnership is a little different, and we will get there in a moment. But for the ordinary two-person business you are building at the kitchen table, a notary stamp is a matter of good practice, not legal commandment.
So why do attorneys, lenders, and my clients still ask for one? Three reasons:
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Proof of signature. A notary record is an independent, dated witness that a particular person signed on a particular day. If a partner later claims they never signed, or signed under pressure, or that the signature is not theirs, your notarized copy carries far more weight than an email attachment or a signed PDF in a shoebox.
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Third-party confidence. Banks that open a joint business account, landlords that sign a lease, and suppliers that extend credit will all feel safer with a notarized agreement. You are handing them a document that says, “This was signed before a neutral officer.”
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It is cheap and easy. In New York, the standard fee for a single notarial act is just two dollars per act in person (Executive Law Section 136), or twenty-five dollars per act when done remotely (Executive Law Section 135-c). For a document that can define your whole business, that is pennies.
A quick word on what kind of notarization to request. You will hear two terms: an acknowledgment and a jurat. An acknowledgment records that the signer was present and confirmed the signature was theirs, given freely. A jurat records that the signer swore to the truth of the document. For a partnership agreement, you almost always want the acknowledgment. A jurat is for affidavits and sworn statements, not for contracts and business agreements. When you ask me for the service, just say the word “acknowledgment” and I will know exactly what to prepare.
The Limited Partnership Twist
If you are forming a limited partnership rather than a general one, the rules tighten. Under Partnership Law Section 121-110, a limited partnership must have a written partnership agreement, and that agreement “shall be signed by all general partners, in person or by attorneys in fact.” Limited partners may sign too, but the law does not require them to.
There is a second layer: the general partners are also expected to execute and file a Certificate of Limited Partnership with the New York Department of State (Section 121-201), which formally puts the world on notice that the partnership exists. Filing the certificate is where a notary seal and a registered agent can come into play. So for limited partnerships, think of two documents with two different jobs:
- The partnership agreement – your internal rulebook, signed by all general partners.
- The certificate – your public registration, filed with the state.
The agreement is the heart of it. The certificate is the announcement. Notarizing the agreement is strongly recommended; it does not replace the certificate, but it fortifies the document the certificate points to.
What Your Agreement Should Actually Say
A notary does not read the terms – but the terms are exactly what you should nail down, one by one, before anyone signs. Here is a practical checklist of the provisions that turn a vague handshake into a real rulebook, and the default rule each one is quietly overriding.
Ownership and capital contributions. State in plain dollars how much each partner puts up at the start, and how that translates into an ownership percentage. If you want equal splits despite unequal cash, say so expressly. This overrides the equal-profit default.
Profit and loss sharing. Decide your split and write it. You can even vary it: “Maria takes a 40% share of the first $20,000 of profit, then we split the rest 50/50.” The law only cares that you be specific.
Management and day-to-day control. Name who runs the store, who handles the books, who can hire and fire. If only one partner should have that power, the agreement must grant it – otherwise every partner has it by default.
Decision-making and voting. Set the threshold for big moves. Should a sale of the business or a new loan need every single partner, or just a majority? Most founders are surprised that the default is unanimity.
Withdrawal, death, and buy-sell. This is the section most people forget until it matters. What happens if one partner wants out? What if a partner dies or becomes disabled? How and at what price do the remaining partners buy out the share? Write the exit door down in advance, while you are still friends.
Disputes. Choose how you will settle arguments – mediation, arbitration, or a court. And if you want a partner bound to certain rules while in the business, add them here.
None of these terms is legally required by the state, but each one is a choice the law will make for you by default if you leave it blank. The notarized agreement is your chance to make every choice on your own terms, on paper, and witnessed.
A Word on Names: The “Doing Business As” Filing
Founders also ask, “Do I need to file something for our business name?” If you are trading under a name different from the partners’ own names – for example, “Two Sisters Bakery” run by Maria and Anna Gomez – New York requires you to file an assumed name certificate (a “d/b/a”) with the County Clerk in the county where the business operates, under General Business Law Section 130. This filing has its own signing requirements, and it is often the second document in the stack that a notary touches. Keep it on your list.
What I See Clients Struggle With
After notarizing a great many partnership agreements, a few patterns stand out, and I share them so you can avoid the same stumbles.
- Not all partners are in the room. The most common question: “My partner is in another state. Can we still do this together?” The answer in New York is yes – this is exactly what Remote Online Notarization is built for. More on that below.
- The agreement is half-finished when it reaches me. I am asked to notarize a document full of blanks and “TBD” pages. A notary can only certify what is actually signed. Please bring a complete, final draft. Every name, number, and signature should be filled in before we sit down.
- Confusing the notary with a witness. A notary does not need to know you personally, and a notary does not vouch for the fairness of your deal. The notary verifies identity, presence, and intent to sign. Fairness is your job, and your attorney’s. Do not expect the stamp to bless the terms.
- Skipping the attorney read-through. A notary is the last stop, not the first. Have a lawyer review the terms before anyone signs. It is the single most valuable hour you will spend starting this business.
Signing Remotely: How Remote Online Notarization Works in New York
This is where a partnership can be born in one afternoon, even if the founders have never shared a room.
Under Executive Law Section 135-c, New York recognizes Remote Online Notarization (RON). The beautiful mechanics, in plain language:
- The notary must be physically in New York at the moment of the act.
- The signer can be anywhere in the world – a co-founder in London, a partner in Miami, an investor in Singapore. Their location does not matter.
- The session runs over a recorded video platform. You appear on camera, show a valid government ID, answer questions from me, and sign. I certify your signature on the recorded record, which is kept for at least ten years.
- The fee for this remote act is the flat twenty-five dollars per act.
Because I am a New York remote online notary, you do not need to fly, book a hotel, or coordinate a meeting at my office. You need a webcam, a valid photo ID, and twenty minutes. Send me the finished agreement, we schedule a session, and by the end of the call you hold a notarized partnership agreement as good as if you had sat at my desk.
One small but real rule: for an acknowledgment, the signer must appear before the notary. That means each partner signs their own session. You cannot have one partner sign for all. If you have three founders, plan for three sessions. It is still all doable in an afternoon, but budget the time.
A Simple Checklist Before You Book
Before you request a notarization appointment, gather these and you will be smooth as silk:
- The final, fully signed-on-paper agreement. Every page that carries a signature should be complete. No blanks.
- Valid photo identification for every signer – an unexpired driver’s license, passport, or other government ID. This is the ID I will verify on camera.
- A quiet room with a webcam and a clear, well-lit view of your face and the ID.
- A reliable internet connection. The session is recorded; a dropped call means a rebooked appointment.
- Any required state filings lined up alongside – the limited partnership certificate, or the d/b/a assumed name filing – so you know the whole picture, not just the signature.
Frequently Asked Questions
Does a New York partnership agreement have to be notarized to be legal? No. Notarization is not a legal requirement for the agreement to be valid. A general partnership is created the moment two or more people agree to run a business for profit, and a written agreement is enforceable without any seal. It is, however, a strongly recommended practice that strengthens the document, deters later disputes about who signed, and reassures the banks, landlords, and suppliers who will one day be asked to trust your words.
Can my partner sign remotely if they are in another state or country? Yes. New York’s Remote Online Notarization allows a signer to be anywhere in the world, so long as the notary is physically in New York. Each signer has their own recorded session.
Acknowledgment or jurat – which one do I need? For a partnership agreement, you want an acknowledgment. A jurat is for sworn statements and affidavits, not for business agreements.
What should the agreement include? At minimum, think of the document as your rulebook, not just a signature page. Spell out the partners’ full legal names and addresses, each one’s capital contribution in plain dollars, and the ownership percentage that contribution earns. State how profits and losses are shared – and if you want a tiered or staggered split, write the formula out explicitly. Name the managing partner or partners who will run day-to-day operations, and set the voting threshold for major decisions: a sale of the business, a new loan, a new partner, a change of business name – do any of these require unanimity, or will a majority suffice? Most founders are surprised to learn the law’s default is unanimity on major matters. Draft a withdrawal, death, and disability clause that says exactly what happens to a departing partner’s share: who may buy it, at what price, and on what timeline. Add a dispute-resolution clause – mediation, arbitration, or litigation – and, if you want, a non-compete or confidentiality clause binding a partner while in the business. A New York business attorney can help you draft all of these provisions before anyone signs.
How much does notarization cost in New York? The standard fee for a single notarial act is two dollars per act in person (Executive Law Section 136). When you sign remotely through a remote online notary platform, the fee is twenty-five dollars per act (Executive Law Section 135-c). If your agreement has two pages with signatures, that is two acts – and two times the fee. In a remote session, every signature on every page carries its own notarial certificate, so a three-page, four-signature agreement costs four times twenty-five dollars. Keep an eye on the number of signature blocks before you book.
Do I need to file anything with the state to form a general partnership? No. A general partnership requires no state filing and no certificate. The moment two people agree to run a business for profit, the partnership legally exists. A limited partnership, by contrast, requires a written agreement signed by all general partners and a Certificate of Limited Partnership filed with the New York Department of State under Section 121-201 of the Partnership Law. If you are forming an LLC, the rules differ again entirely – LLCs are governed by their own chapter of the Business Entity Law.
Do we need a “d/b/a” filing? If you are using a trade name different from every partner’s own full legal name – for example, “Two Sisters Bakery” run by Maria and Anna Gomez – New York requires you to file an assumed name certificate with the County Clerk in the county where the business operates, under General Business Law Section 130. This is a separate, inexpensive filing from the partnership agreement itself, and it has its own signing requirements. If you skip it, you risk a surprise when a customer or supplier checks the state’s public records and finds no trace of your trade name.
How long is the notary record kept? Under New York’s remote online notarization statute, the full video recording and notarial journal entry must be retained for at least ten years. This means a partner, a bank, or a court can, in theory, request a copy of the recording from the notary platform up to a decade later. Do not sign a remote session in a cluttered, noisy room or while scrolling through your phone – that image will be on record for a decade.
Final Thoughts
Starting a business with a partner is one of the most exciting – and most fragile – promises you can make. The partnership agreement is the written hand-shake that turns that promise into something with rules, and the notary is the quiet guardian standing behind every signature, saying, “This person really did this, on this day, of their own free will.”
You do not need to be in the same room. You do not need to be in the same state. You need a finished document, a valid ID, and twenty minutes on a video call.
By the end of your notary session, the promise you made at the coffee shop will be notarized, recorded, and sealed – and your business will have a heart it can stand on.
Disclaimer: This post is provided for general informational purposes only and is not a substitute for legal advice. Consult a New York attorney licensed to practice law for guidance specific to your situation.