How to Sign a Document Without a Corporate Seal
A corporate seal is applied to documents, such as contracts, to indicate a corporate act. This practice has medieval origins when wax and a stamp were used and has continued into modern times with the use of an embosser to make an impression on the document. The use of a corporate seal is no longer necessary in the United States to create corporate documents and, in the majority of states, there is no legal distinction between sealed and unsealed corporate documents. Any authorized officer of a corporation can sign on behalf of the corporation and, if proof of authority is required, a resolution of the board of directors can be used.
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Instructions
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Hold a meeting of the board of directors to discuss the document, such as a proposed contract, for the company. The meeting will require a sufficient number of directors to attend so that the quorum requirements as stated in the corporation's bylaws are met. The purpose of the meeting is to discuss the merits of the document and whether the corporation should adopt it.
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Take a vote of the board regarding whether the corporation should accept the document. If a majority of the directors are in favor, an officer of the corporation, such as the president or secretary, is authorized to sign the document on the corporation's behalf.
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Prepare a written resolution of the board of directors that authorizes the corporation's officers to sign the document. The resolution should be signed by the chairman of the board and, if the bylaws require it, attested to by the acting-secretary at the board meeting.
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Sign the document as authorized in the board's resolution. Show the original resolution if the officer's authority is in doubt and provide a copy if appropriate.
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Tips & Warnings
In those states that still recognize a distinction between sealed and unsealed corporate documents (Alabama, Alaska, Maine, Maryland, North Carolina, Pennsylvania, Rhode Island and South Dakota), the primary distinction has to do with the applicable statute of limitations for enforcing a breach of the contract. For example, in Pennsylvania the general rule is that the statute of limitations to enforce a breach of contract is 4 years after the breach, but the statute of limitations for a sealed contract is 20 years.
Do not assume that simply using an embossing stamp on a contract will mean it meets that state's legal definition of a sealed document. You should consult with an attorney from that state to be advised on the benefits and drawbacks of a sealed document and the requirements for a document to be considered sealed under that state's laws.
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- Photo Credit antique embossing stamp detail image by Scott Williams from Fotolia.com
