What is evidence of authority to sign for a corporation?
In the corporate world, transactions often require the signatures of authorized individuals. Establishing the authority of a person to sign on behalf of a corporation is crucial to ensure the validity and legality of agreements and contracts. This article delves into the various forms of evidence that can be used to demonstrate authority to sign for a corporation.
1. Corporate Bylaws
The most fundamental evidence of authority to sign for a corporation is the company’s bylaws. These are the governing documents that outline the structure and management of the corporation. They typically specify the roles and responsibilities of directors, officers, and other authorized personnel. The bylaws may explicitly grant certain individuals the authority to sign on behalf of the corporation.
2. Articles of Incorporation
Articles of Incorporation are the legal documents that establish a corporation’s existence. They include the name of the corporation, its purpose, and the names of the initial directors and officers. While the articles themselves may not directly grant signing authority, they provide a clear record of the individuals who are authorized to act on behalf of the corporation.
3. Resolutions or Minutes
Resolutions and minutes of meetings are important evidence of authority to sign for a corporation. These documents record decisions made by the board of directors or shareholders, including appointments of officers and the delegation of authority. For instance, a resolution may state that a specific officer has been granted the authority to sign on behalf of the corporation.
4. Board of Directors’ Resolution
A board of directors’ resolution is a formal document that authorizes a specific individual or individuals to sign on behalf of the corporation. This resolution is typically passed during a board meeting and provides clear evidence of the individual’s authority to sign.
5. Power of Attorney
A power of attorney is a legal document that grants an individual the authority to act on behalf of another person or entity. In the case of a corporation, a power of attorney can be used to delegate signing authority to an officer, director, or other authorized individual. The power of attorney should be signed and dated by the corporation’s president or other authorized officer.
6. Written Authorization
A written authorization from the corporation’s president, CEO, or other authorized officer can serve as evidence of authority to sign. This document should clearly state the scope of the individual’s authority and the specific transactions or agreements for which they are authorized to sign.
In conclusion, there are several forms of evidence that can be used to demonstrate authority to sign for a corporation. These include corporate bylaws, articles of incorporation, resolutions or minutes, board of directors’ resolutions, powers of attorney, and written authorizations. It is essential for corporations to maintain proper documentation and ensure that individuals acting on their behalf have the necessary authority to sign legally binding agreements.
