Legal Question in Business Law in Texas
Authority to bind corporation in contracts
Who is legally authorized (with out being privy to governing documents i.e. bylaws)to sign contract on behalf of a corporate entity?
What are the consequences of someone without authority signing a contract on behalf a corporation?
2 Answers from Attorneys
Re: Authority to bind corporation in contracts
Unless designated by a resolution of the directors, only the President or Vice President is authorized. If someone else signs a document to be bound, the Corp. would have to show that the signature is not binding.
Re: Authority to bind corporation in contracts
The corporate officers have the authority to bind the corporation in the officer's official capacity. More often than not, it would be only the president or vice presidents.
If someone doesn't have that authority, they may be assuming the obligation in their personal capacity.
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