Who can sign on behalf of a Company?
Who has the signing authority for a company?
LLC- the manager or members, depending on what the operating agreement says
Partnership-the general partner or any partner except a limited partner
Corporation- CEO or president as long as they have been given the authority to do so
Sole Proprietorship-the owner
What if you don’t have access to the organizational documents required to confirm the above? Actual authority and apparent authority are the two types of authority one may have in signing. Actual authority is often given in writing, thereby to provide documentation for an agent’s actions, while implicit authority is implied through various actions of those whom the agent represents.
Generally, managers who often sign for their company will have been given written authority, while others who sign will have been acting on implicit authority. If explicitly given authority, it’s apparent the individual can bind the Company. However, implied authority can lead to more disputes. What if someone seems to have the right to sign on behalf of a Company, signs, and then the Company claims it is not bound by the contract? Sometimes the Company will still be bound to the contract depending on the particular facts at hand.
Signing authority disputes can be highly fact intensive, with the outcome dependent on various factors, including but not limited to the person’s past conduct, their title, and their job duties.
