Can a notary act as a witness?

Usually, yes. In most states a notary can also sign as a witness in addition to performing the notarial act, as long as they are not a party to the document or a beneficiary. A handful of states restrict this, so check your state's notary handbook if you are trying to combine roles.

When You Actually Need a Witness or Notary (And When You Don't)

Q: Do most business contracts need a witness or a notary?

No. The vast majority of standard business contracts -- NDAs, vendor agreements, employment letters, independent contractor agreements, purchase orders, commercial leases, SaaS subscription agreements -- require neither a witness nor a notary. A signature from each party, captured on paper or electronically, is enough to make them legally binding under the US ESIGN Act and the EU eIDAS regulation.

Q: Which documents typically require a notary?

Common notarized documents include real estate deeds and mortgages, powers of attorney, affidavits and sworn statements, vehicle title transfers, certain trust documents, and some international business filings. Each state has its own list, and a few documents (like loan modifications) are notarized by industry convention rather than statute.

Q: Which documents typically require a witness?

Wills and codicils almost always require witnesses (usually two, who are not beneficiaries). Living wills and advance healthcare directives often require either witnesses or notarization depending on the state. Some self-proving affidavits and certain real estate documents in specific states also require witnesses. Most ordinary business contracts do not.

Q: Is remote online notarization legal?

Yes, in most US states. Remote online notarization (RON) is permitted in 48 states as of 2026, plus Washington D.C. and Puerto Rico. The notary verifies the signer's identity over video, watches the signing in real time, and applies a digital seal. The exact rules vary by state, including whether the document must be re-recorded in the signer's home state.

TL;DR Almost every contract a small business sends (NDAs, client agreements, vendor contracts, employment letters, commercial leases) needs neither a witness nor a notary. The documents that do are a short list: wills, real estate deeds, powers of attorney, affidavits, vehicle titles, and a handful of state-specific exceptions. This post tells you which is which, what a witness and a notary actually do, and how remote online notarization works in 2026.

The short version

A standard business contract becomes legally binding when both parties sign it. That holds on paper and it holds with an electronic signature. For the contract to stand up in court, you don’t need a witness in the room or a notary’s stamp on the page.

The documents that do require extra ceremony are a specific list, and most small businesses will go years without ever needing to deal with them. When you do need one, it is usually obvious. Buying property is the classic case; transferring a vehicle title or granting someone power of attorney are two more. Banks and government offices will tell you up front that a notary is needed.

The confusion usually comes from one of two places. People assume e-signatures must need more paperwork than paper signatures, because they feel newer and less official. Or people generalize from the one notarized document they signed last year (probably a real estate closing) and assume every important contract works the same way. Neither assumption is correct.

What a witness actually does

A witness is any disinterested adult who is present when you sign a document and then signs to confirm they saw it happen. Their job is narrow: they attest that the signing took place and that the signer appeared to be the person they claimed to be and was signing voluntarily.

There are usually three requirements for a valid witness:

The witness must be over the age of majority in your state (18 in most US states, 19 in Alabama and Nebraska).
The witness must not be a party to the document or a direct beneficiary of it. A spouse signing a will cannot also be the witness if they are inheriting under that will.
The witness must actually observe the signing as it happens, rather than sign later based on the signer’s word.

A witness signature carries less legal weight than a notary seal. It confirms that the signing happened. What it skips is identity verification against a government-issued ID, which is why courts treat witness testimony as evidence that can be challenged more easily than a notarized signature.

For documents that require witnesses (most commonly wills and codicils, plus living wills and healthcare directives in many states), the witness usually signs an attestation clause on the same page as the principal signature, with their printed name and address.

What a notary actually does

A notary public is a state-commissioned official. Becoming a notary involves an application, often a short course, sometimes a small exam, and a bond. Once commissioned, the notary is authorized to perform a small set of official acts: taking acknowledgments, administering oaths, witnessing signatures, certifying copies, and (in some states) protesting negotiable instruments.

When you sign a document in front of a notary, the notary does four things:

Verifies your identity by examining a government-issued photo ID (or, in some states, on the sworn word of a credible identifying witness).
Confirms you are signing voluntarily and appear to understand what you are signing.
Watches you sign the document.
Completes a notarial certificate (typically including a seal, signature, commission number, expiration date, and the date of the notarization) attesting to all of the above.

The notary keeps a journal recording the transaction. In most states the journal is required by law. If the signature is ever challenged in court, the journal entry plus the notarial certificate is strong evidence of who signed and the circumstances of the signing.

This is the part that matters: a notary verifies identity in a way that a casual witness cannot. That is why notarization is required for high-stakes transactions where impersonation is a real risk, like a property transfer or a power of attorney. Affidavits used as court evidence fall in the same bucket.

A notary cannot give legal advice (unless they are also an attorney), and the notarial act says nothing about whether the document’s content is sound or does what you intend. All the notary confirms is who signed. Whether the contract itself is any good falls outside the job.

The short list of documents that need notarization

State law controls notarization requirements, so the list varies. The documents most commonly notarized in the US:

Document type	Why a notary is required	Common exceptions
Real estate deeds	Required by state recording statutes; the county recorder will not accept an unnotarized deed	None in practice — every state requires this
Mortgages and deeds of trust	Required for recording with the county	None in practice
Powers of attorney (durable, healthcare, financial)	Required in most states; some also require witnesses	A few states allow witnessed-only POAs for limited purposes
Affidavits and sworn statements	The notary administers the oath that makes the statement perjurable	Some courts allow declarations under penalty of perjury without notarization (28 U.S.C. § 1746)
Vehicle title transfers	Required in around half of US states	Varies by state DMV rules
Trust documents (some)	Required in some states for the trust to be self-proving	Varies; many trusts are valid without notarization but easier to administer with it
Loan modifications and reaffirmations	Industry convention; lenders generally require it	Not legally required in most cases
International documents (apostille-bound)	Required for documents sent to other countries under the Hague Apostille Convention	None

If a document is not on this list and the other party has not specifically asked for a notary, you almost certainly do not need one. When in doubt, the recipient (the bank, the county recorder, the court clerk) will tell you up front whether they require notarization.

The short list of documents that need witnesses

Witness requirements are even narrower than notary requirements. The headline cases:

Wills almost always require two witnesses, and the same goes for codicils and testamentary trusts. Vermont historically required three but lowered to two in 2024, and a handful of states allow a single witness for holographic (handwritten) wills. The witnesses cannot be beneficiaries of the will.

Living wills and advance healthcare directives usually require two witnesses or a notary, and sometimes both, depending on the state. Florida is on the stricter end: two witnesses, at least one of whom cannot be a spouse or blood relative.

Self-proving affidavits attached to wills are signed by the witnesses in front of a notary, so the will can be admitted to probate without later witness testimony. Not strictly required for the will itself to be valid, but a standard belt-and-suspenders practice.

Certain real estate documents in a small number of states (Florida, Georgia, Connecticut, Louisiana, South Carolina, and Vermont, in various categories) require witnesses on deeds in addition to notarization. Your closing agent or title company will flag this if it applies.

That is roughly the whole list. Standard business contracts, employment agreements, NDAs, commercial leases, vendor contracts, SaaS subscriptions, partnership agreements: none of these legally require a witness signature in any US state, despite the line at the bottom that says “witness:” on a lot of contract templates. That line is decorative on most documents.

What e-signature platforms actually handle

A modern e-signature platform like HoloSign, DocuSign, PandaDoc, Dropbox Sign, or BoldSign captures the signature itself and builds an audit trail around it, with signer authentication baked in. That covers everything an ordinary business contract needs.

What these platforms do not do (without specific add-ons or partnerships) is notarize the document. The notarial act is a legally distinct event performed by a commissioned notary, and most e-signature tools are not notary services.

A few platforms bundle a notary network. DocuSign has DocuSign Notary, which connects you to a third-party notary via video. PandaDoc has integrated notarization in some plans. Most other tools, including HoloSign, expect you to handle notarization through a separate provider and then upload the completed notarized document to the platform for any further signatures or storage.

If you need a notarization, the practical workflow is:

Draft the document in your e-signature tool (or any word processor).
Use a remote online notarization (RON) service like Notarize.com, OneNotary, BlueNotary, or a state-licensed RON provider. Costs are typically $25 to $40 per notarial act in 2026.
Over video, the notary checks your ID and watches you sign, then applies a digital seal and certificate.
Download the notarized PDF and store it wherever you keep your other signed documents.

You do not need to switch e-signature tools to handle the occasional notarization. A separate RON session a few times a year is cheaper than paying a premium subscription for notary features you rarely use.

Remote online notarization in 2026

Remote online notarization is operational in most US states. The National Notary Association tracks the current status state by state. A handful of states still permit remote notarization only under emergency or limited statutes rather than a full RON regime.

California is a special case. SB 696 was signed in September 2023 and the relevant Civil Code section (8231.18) became operative on January 1, 2025, but the online notarization platform itself is gated on the Secretary of State completing a technology project, with a backstop deadline of January 1, 2030. In practice, a California-commissioned notary still cannot perform online notarial acts as of mid-2026. If you are a California signer who needs a notarization right now, the working path is to use a notary commissioned in another RON-permitting state. Most providers handle this matching automatically based on your location and the document type.

The RON process works the same way across providers:

You upload the document and verify your identity with a government-issued photo ID. Most providers run a knowledge-based authentication quiz (questions pulled from public records, like “which of these addresses have you lived at”) in addition to the ID check.
You connect to a commissioned notary over a recorded video session.
The notary watches you sign electronically and applies a digital notarial seal to the document.
The signed and notarized PDF is delivered to you and stored by the provider for the legally required retention period (usually 5 to 10 years depending on the state).

There are a few situations where RON does not work. Some real estate transactions still require a wet signature for the deed, because the county recorder will not accept a digital seal. Some immigration and international documents require in-person notarization with a paper seal that can then be apostilled. And a small number of states still restrict RON to signers physically located in that state at the time of signing.

For most everyday notarization needs, like a power of attorney or a vehicle title, RON beats driving to a bank or a UPS Store on both cost and convenience. The typical session takes 10 to 20 minutes.

Situations where people overthink it

A few common scenarios where small-business owners ask whether they need extra signing ceremony, and don’t:

A new client sends over their MSA before the first project. A signature is enough; no witness or notary required. The audit trail from your e-signature tool is your evidence.

Your first employee accepts an offer letter. A signature from each side does the job. Notarization is not required and would be unusual on an offer letter.

A co-founder wants to formalize an operating agreement for the LLC. Two signatures are enough in every US state. Some lawyers recommend notarization as a belt-and-suspenders measure, but it is not legally required for the agreement to be valid. (Our post on contracts for co-founder agreements covers what you actually need.)

A vendor wants you to sign a multi-year SaaS contract. A signature is enough. What gives it legal weight is the audit trail and the signed document itself. Nobody needs to stand over your shoulder for that.

An independent contractor agreement is sitting in your inbox. A signature is enough. What the IRS looks at for contractor classification is how you actually work together. The signing ceremony doesn’t enter into it.

Situations where you genuinely do need a notary:

You are buying or selling real estate. The deed and the mortgage both require notarization.
You are granting someone power of attorney over your finances or healthcare.
You are signing an affidavit that will be filed with a court (though a declaration under penalty of perjury sometimes works as a substitute under 28 U.S.C. § 1746).
You are transferring a vehicle title in a state that requires it.
You are signing documents for use abroad under the Hague Apostille Convention.

Situations where you genuinely do need witnesses:

You are signing a will or codicil (testamentary trusts as well).
You are signing a living will or advance healthcare directive (depending on state).
You are signing certain real estate documents in a small number of states that have specific witness requirements (your closing agent will tell you).

If none of these apply to the document in front of you, a signature is enough.

FAQ

Do most business contracts need a witness or a notary?

No. Standard business contracts — NDAs, vendor agreements, employment letters, independent contractor agreements, purchase orders, commercial leases, SaaS subscription agreements — require neither. A signature from each party, captured on paper or electronically, makes them legally binding under the ESIGN Act and eIDAS.

What is the difference between a witness and a notary?

A witness is any disinterested adult who watches you sign and confirms they saw it. A notary public is a state-commissioned official who checks your photo ID before watching you sign, then applies an official seal to record that they did. The practical difference is identity verification: only the notary confirms who you are against a government-issued ID.

Which documents typically require a notary?

Real estate deeds and mortgages, powers of attorney, affidavits and sworn statements, vehicle title transfers in many states, certain trust documents, and documents bound for international use under the Hague Apostille Convention. Each state’s exact list is set by statute.

Which documents typically require a witness?

Wills, codicils, testamentary trusts, and most living wills and advance healthcare directives. A small number of states also require witnesses on specific real estate documents. Ordinary business contracts do not require witnesses in any state.

Is remote online notarization legal?

Yes, in 48 US states as of 2026, plus Washington D.C. and Puerto Rico. The notary verifies your identity over video and applies a digital seal. The specific rules, including whether the notary must be commissioned in your state, vary by jurisdiction.

Can I use an e-signature tool for documents that need a notary?

You can use an e-signature tool to draft and send the document, but the notarization is a separate legal act performed by a commissioned notary. Some platforms bundle notary services; most expect you to use a third-party remote online notarization provider and then store the completed notarized PDF in your normal document workflow.

Can a notary also act as a witness?

In most states, yes. A notary who is not a party to the document or a beneficiary can sign in both capacities. A few states restrict this, so check your state’s notary handbook before combining roles.

This post is for informational purposes only and does not constitute legal advice. Notarization and witness requirements vary by state and by document type. Consult an attorney or the recipient of the document (bank, county recorder, court clerk) when in doubt.