Bulletin: NY000157

Dear Associates:

At first blush, Chapter 179 of the Laws of 1997 appeared to have ushered in the most sweeping change and simplification in the format of acknowledgments ever enacted in the State of New York.

With the experience of a few months, the verdict so far is change, yes; but simplification, no. A careful reading of Chapter 179 indicates that the statute is in fact poorly worded, and has given rise to conflicting interpretations.

As many of you are aware, the Counsel's office of the Department of State, which serves as adviser to the County Clerks, reading the statute one way, issued an interpretive letter in September 1997 severely limiting the applicability of the new "all purpose" acknowledgment, particularly with regard to corporations. Several of the County Clerks, relying on the original letter, rejected instruments using the new "all purpose" acknowledgment for any corporate acknowledgment.

Happily, by letter to the County Clerks dated February 5, 1998, the Department of State has modified its interpretation of the statute. Corporation acknowledgments taken in New York State may be taken using the new "all purpose" acknowledgment, as well as the standard statutory corporate acknowledgment forms provided for in Real Property Law § 309.

However, notwithstanding the pre-existing provisions RPL §§ 299 and 299-a, the February 5, 1998 interpretation indicates that corporate acknowledgments taken out of state must be in compliance with either RPL § 309, or the law of the jurisdiction where the acknowledgment is taken. (If the County Clerk insists, a "Certificate of Conformity" may be required, in accordance with RPL § 299-a, if the form of acknowledgment is from another jurisdiction.)

There may be some effort to have the interpretation further modified, or to have the statute amended to provide some needed further clarification.