Bongiovi Law Blog

30

Um...with a pen?

Seriously, though.  It sounds simple, but you should consider the implications of how you sign documents on behalf of your company.  As a business owner you have a split personality.  In any situation, you will be either Jane Doe The Individual or Jane Doe The Business Owner.  Before you sign something that involves your company, think about the role you're playing.  If you simply sign your name, the party on the other side, namely a creditor, will try to pierce the corporate veil and come after your personal assets.  

As a simple yet effective way of helping prove you are consistently treating your company as a separate legal entity, you should sign documents binding the company like this:

Jane Doe, as [Title] of [Company, Entity Type]

example: Jane Doe, as Managing Member of ABC Supplies, LLC

Let's break down the components.

Title: It's important that you convey your authority to bind the company and drive home the fact that you're signing as Jane Doe The Business Owner and not as Jane Doe The Individual.

Company Name:  Including the company name ensures the party on the other side of the document knows they're dealing with the company and not you as an individual.  Stating the company name in the signature line also solves the problem presented by many reused boilerplate contracts that aren't properly proofread and actually have a different company's name in the body of the document.  (Yes, I've seen those.  Read all documents carefully before signing them, but that's another blog post.)

Entity: Be sure to include the type of entity, whether it's a corporation (Inc.) or a limited liability company (LLC) because that is the proper way of addressing your company.  Also, it minimizes the risk of misunderstanding.  This is especially important if your company name is your own name. 

If the document involves a creditor, follow these steps to help ensure the creditor has no reason to hold you personally liable for the obligation created by the document.  

Even if the signature line provided in the document doesn't ask for this information, handwrite it.  

So there you go.  Another lawyer taking something very simple and complicating the heck out of it.

Posted in: Contracts

Comments

Anonymous User
# Anonymous User
Wednesday, December 30, 2009 11:50 AM
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Brian Rice
# Brian Rice
Thursday, December 31, 2009 12:56 AM
"Complicating the heck out of it"? Hardly. Thanks for taking something we should consider carefully, explaining why and (maybe most importantly) how.
Rick Rutledge
Thursday, December 31, 2009 8:30 AM
My business checks are configured with a notation above the signature line, "by Richard J. Rutledge, Jr., as Member/Manager." This is both for the reasons above, and because my signature is, well, perfectly illegible.
Adrienne
Thursday, December 31, 2009 12:55 PM
Thanks for the helpful information.
rjon robins
Tuesday, February 23, 2010 4:58 PM
I really like the way you handled this subject. It even confuses many attorneys I know. Question: In law school I learned to write "By:" before the signature to indicate it's being signed by me in my corporate capacity. Is that just a "custom" or is that still an important part of putting parties on notice that I'm not signing in my personal capacity?

~ RJON
Gina Bongiovi
# Gina Bongiovi
Tuesday, February 23, 2010 7:29 PM
Writing "By:" is an important practice to continue in order to communicate that you are signing as a representative of the company and not as an individual. Failing to specify opens the door for creditors to hold you personally liable for the obligation in whatever document you've signed.
sign company
Wednesday, March 24, 2010 4:59 PM
I does sound simple. However, I wouldn't have thought about the implications of signing business documents without adding your place in the company... your "title" and such. I bet there are lots of people who aren't aware of this.
Karen
Friday, April 23, 2010 5:44 PM
Thanks, Lawyer Gina!! You taught this ol' girl something new.
online payroll
Tuesday, March 01, 2011 12:29 PM
Is writing "By:" enough or should I follow the advice of the post and write my position and my company's name? As a small business owner, these tips are invaluable. Thank you.

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