Legal Question in Business Law in California

If a person who is a shareholder, director and officer of a close corporation is no longer able to sign her name, what is acceptable for a signature on annual election of officers and directors under unanimous consent without a meeting?


Asked on 9/20/13, 1:35 pm

2 Answers from Attorneys

William Christian Rodi Pollock

That depends on whether there is a conservator, a power of attorney holder, a proxy holder a successor trustee or other authorized party. In the absence of a duly qualified party, no one has the power to act on her behalf. To get a proper answer after examiniong all the facts, a qualified attorney should be consulted.

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Answered on 9/20/13, 2:08 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I am inclined to disagree with Mr. Christian. Under the "amanuensis rule" in California, someone may be able to sign someone else's name to a formal document, such as a deed, and have it stick in court. See, for example, the California Supreme Court's decision in a case entitled Estate of Stephens, decided in 2002 and reported as 28 Cal.4th 665. In that case, the dying man wanted to deed his property to his daughter, but was physically unable to sign. He asked her to sign his name. The court found that there was no fraud and that the daughter performed only a mechanical function, signing his name under his direction and supervision. Facts may differ from case to case where the amanuensis rule is relied upon by one party or the other, but I do believe that in general, when there is clearly no attempt at fraud, courts would approve someone signing another's name to an official instrument when that person directed it, supervised it, and particularly if there are witnesses present.

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Answered on 9/21/13, 4:45 pm


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