Authorized Signatures on Transaction DocumentsI. CORPORATIONS (Corporations Code §313) A. Require two (2) signatures, with one from each of the following columns: -A- -B- Chairman of the Board SecretaryPresident & Any Assistant SecretaryAny Vice President Chief Financial Officer Any Assistant Treasurer B. If unable to get two (2) signatures as set forth above, require a Corporate Resolution or a copy of the Bylaws, both certified under corporate seal by the secretary or assistant secretary of the corporation, certifying that the purported signor is authorized to bind the corporation. Sample of the certificates are attached. FORWARD COPIES OF THE DOCUMENTS OBTAINED TO THE CITY ATTORNEY’S OFFICE FOR REVIEW. What to look for: 1. Bylaws: Authorization for one signatory and which officer, director, etc. is the authorized signatory. 2. Resolution: A specific grant of authority given to an officer, director, specifically named individual, etc., for a stated transaction. However, resolutions may be general and not specify the transaction, like the Bylaws.II. LIMITED LIABILITY COMPANIES (Corporations Code §§ 17150 et. seq.) A. THE ARTICLES OF ORGANIZATION AND THE PORTIONS OF THE OPERATING AGREEMENT AUTHORIZING THE INDIVIDUAL TO SIGN ON BEHALF OF THE LLC MUST ALWAYS BE PROVIDED TO THE CITY ATTORNEY’S OFFICE FOR REVIEW.B. In the Articles of Organization and Operating Agreement, is the LLC a member managed or manager managed organization? 1. If member managed any member may execute documents to carry on the usual business of the LLC and bind the LLC. UNLESS:
a. The Articles of Organization and/or the Operating Agreement require more than one member to bind the LLC ; or b. The Articles of Organization and/or the Operating Agreement restrict the rights of a class of members.. 2. If manager managed:a. Articles of Organization MUSTvest management in a manager or managers. b. If there is only one (1) manager, the Articles of Organization must so state. c. If the Articles of Organization are silent as to the number of managers, then at least two (2) managers must execute the documents. C. Some LLC’s have officers as provided for in the Operating Agreement. If documents are executed by officers of the LLC, confirm that the Operating Agreement provides for the appointment of officers. If so, then: 1. Determine if the Operating Agreements allows for one (1) officer to bind the LLC; if silent then two (2) officers, one from each of the following column must sign: -A- -B- Chairman of the Board Secretary President Any Assistant Secretary Any Vice President Chief Financial Officer Any Assistant Treasurer III. LIMITED OR GENERAL PARTNERSHIP (Corporations Code §§ 16301 et. seq.) A. Obtain a copy of the filed Certificate of Partnership (formerly the statement of partnership) and all amendments to ascertain number of partners, name of partners, and number and/or partners authorized to execute documents on behalf of the partnership. This requirement will be the same for both General and Limited Partnerships. B. If the Certificate of Partnership is silent as to who is authorized to execute the documents, require all general partners, unless the partnership provides you with their partnership agreement that states otherwise.
FORWARD COPIES OF ALL DOCUMENTS OBTAINED TO THE CITY ATTORNEY’S OFFICE FOR REVIEW.
IV. TRUSTS A. Use a Certificate of Trustee when a Trust is involved (copy of the form is attached).B. If you are dealing with a successor trustee then, not only do you need a Certificate of Trustee, you must also obtain a copy of the trust, and all amendments, to verify that the successor trustee is in fact the current successor trustee. FORWARD COPIES OF ALL DOCUMENTS OBTAINED TO THE CITY ATTORNEY’S OFFICE FOR REVIEW.V. OTHER If you come across any other forms of title ownership or business entities, contact the City Attorney’s Office.O:\Cycom\WPDocs\D029\P003\00049880.WPD