Signing Papers for a Corporation

One of the advantages of doing business in the corporate form is limited liability – as a general matter, liability for contracts and damage claims is limited to the assets of the corporation, thereby shielding the assets of its shareholders from such claims. If you operate your business in the corporate form, it is critical that contracts and other documents be signed in the proper manner to avoid incurring personal liability.

When signing documents on behalf of a corporation you should always:

– Show the full name of the corporation above the signature line;
– The name of the corporate officer should be shown;
– The officer’s title (President/Vice President/etc.) must be indicated.

If the name of the corporation is left out, or if the title of the signatory is omitted, chances are good that a court would hold a signatory to be personally responsible for the corporate undertaking.

In addition, although the law no longer requires a corporate seal to be affixed to corporate documents, we recommend that the practice continue as further evidence that a corporate (not personal) signature was intended by the signer.
 
– Stu Cohen

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