Legal Question in Business Law in New York

Re: Selling Assets of a company

This is a factual question that depends on a number of factors but in general a vice president would have at least apparent authority to execute agreements in the corporation's ordinary course of business. You may want to consider getting an incumbency certificate to confirm the authority of the vice president and/or a resolution of the board of directors approving the transaction in question. Also, just because the President or the Treasurer are not active in the corporation, as officers, this does not mean that they do not have the authority to transact on behalf of the corporation. If in doubt about the Vice President's authority, get the President to sign the sale contract and make sure that the contracts you are buying as assets are assignable and do not require notices or consents to be effective as against the counterparties.

The above reply is in the nature of general information, is not legal advice and should not be relied on as such.

Re: Selling Assets of a company

Generally a Vice-President does have the authority to do such transactions. That being said, and you noting that time os of the essence, there are various things that might be looked at - FIRST is the person actually selling off corporate assets or personal assets? by that i mean, is the vice-president selling something that the corporation owns, or somethign he owns personally as a fiduciary of the corporation.

Furthemore, there are various basic means of obtaining further assurance that your transaction is proper. I would suggest contacting my office for further discussion as to how this may be accomplished. Feel free to contact me either via phone or email. 2127098303