Sign Contracts Properly!

 
Time and again we come across contracts and other important papers purportedly signed on behalf of a corporation, limited liability company, limited partnership or similar “limited liability” entity which are not signed properly by the officer/member/partner, thereby jeopardizing the limited liability protection for the individual signer.

Corporations are managed by “officers”, typically a President, Vice-President, Secretary, and Treasurer.  Limited liability companies are managed by a “Manager” (if one is named in the organizational documents) or “Members”.  Limited partnerships are managed by a general partners, themselves often a corporation or limited liability company.

A proper corporate signature should indicate the full correct name of the corporation (as filed with the Department of State), the name of the officer signing, and the title of that person.

EXAMPLE:

Gotrocks, Inc.:

By:___________________________
      Richard Rich, President

 Similarly, a proper signature for a limited liability company is as follows:

EXAMPLE:

Lucky Duck, LLC

By:___________________________
       William Waddles, Manager

Limited partnership signatures should only reflect the general partner as a signatory and should never be signed by a limited partner.

EXAMPLE:

The Oddysey L.P.

By:___________________________
      Homer Wilson, General Partner

 If the general partner of a limited partnership is itself a corporation or limited liability company, the signature should also follow the rules above for these entities.

 The reason it is critical that signatures on behalf of limited liability entities be done properly is that the signatory can incur personal liability if he simply signs his name without indicating that it is done on behalf of the entity in the capacity of an officer or manager.  The rules are simple:  always provide the correct name of the entity, the word “by” to indicate you are signing as a representative, and add your title whenever you sign on behalf of the entity.

 — Kevin Palmer

 

 

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