Legal Question in Administrative Law in California

signature authority

my boss would like me to be able to sign certain documents in her absence. Is there an agreement that would grant me that authority?


Asked on 1/15/07, 6:54 pm

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: signature authority

It depends to some extent on the nature of the documents and the nature of the organization and your boss's role in it.

Is your boss a sole proprietor, or is she the assistant vice president in charge of the branch office of a medium-sized corporation?

Are the documents purchase orders, checks, deeds, salary increase requests, applications for licenses, or what?

What is your position in the organization?

The broadest and most general instrument for giving someone else signature power for you is, of course, the power of attorney. Grants of power of attorney can be tailored to fit most situations. A power of attorney, limited as to duration and type of transaction, might be appropriate if the boss is a sole proprietor.

If the business is a corporation, it might be better for the boss just to give you written authority to act as the corporation's agent for certain types of business. In some cases, it would be appropriate for you to sign your own name to the corporate documents, in the form "XYZ Corp., by Jane Doe, its duly-authorized acting assistant manager" or in other cases the authority might be for you to sign the boss's name with your initials underneath or following, e.g. "Richard Roe/JD." Be sure you do not exceed your authority.

On other documents, such as checks, deeds, or anything requiring a notary, additional arrangements may be necessary.

You have to think about four things in advance:

(1) What is the policy of the business you're working in?

(2) What is the acceptability of your signature to the recipient of the documents? In the case of checks, the bank ought to refuse payment unless the signatory is known to them as an authorized person. In the case of purchase orders, many suppliers won't care who signed them as long as the P.O. form looks authentic.

(3) What is the possibility of personal liability? Signing your own name can unintentionally make you personally liable unless you observe the formalities of indicating your capacity as an agent, and you truly are authorized to act for the business.

(4) What are the limits of your authority? What discretion do you have? If you are just signing paychecks prepared by the usually-careful outside payroll service, you aren't exercising much discretion, if any; on the other hand, if you are asked to sign a contract calling for the merger of your company, or to file its bankruptcy petition, your mere signature authority probably doesn't include authority to make that decision!

I hope this is somewhat helpful, but there is no single answer that fits all document types and all business situations.

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Answered on 1/15/07, 8:11 pm


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