Is there a legal difference between an officer and a non-officer signing a contract on behalf of an S-corp?

Generally you want to state in the minutes of a board of directors who shall be authorized to sign contracts on behalf of the corporation and normally you would limit that authority to one or two officers. This should also be contained in your bylaws, but if it isn't there, the directors can vote to amend the bylaws. There normally isn't anyone assigned to make sure only those officers named in the bylaws or minutes do the signing, but if you want someone, I would suggest the Secretary (officer) of the corporation. Have a business attorney look over your bylaws and draft the appropriate minutes of the board of directors and hold a special meeting if necessary to do this.

I agree, generally, with the prior responses but will add the following:

I prefer to have signature authority determined by board resolution rather than stated in the bylaws. The reason: As a corporation grows and officers are added or replaced, there can be a legitimate need to change signature authority. That generally is simpler to do by a subsequent board resolution than by amending the bylaws.

You should assume that anyone who signs on behalf of the corporation will be seen by outsiders as (apparently) authorized to sign - i.e., even if the individual is not authorized, s/he can have the power to bind the corporation. It is important to make sure that all corporate personnel understand this point and take only those actions that they are authorized to take.

Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

No, C corporations and S corporations are both governed by the CA Corporations Code and by their particular Bylaws, which can provide, if you want, that 1, 2, or more of the corporation's officers need to sign every contract (or every contract over a specified amount of money, or specific kinds of contracts).

But no matter what your corporations internal rules provide for signing authority, people who do business with your corporation are allowed to assume that those who sign for the corporation have authority to do so.

Here's Corporations Code section 313, which basicallly says that as long as a corporation's officers sign the document, it's valid and the signing officers will be deemed to have APPARENT authority, even if the signing officers lacked ACTUAL authority, UNLESS the other party knew that the signing officers lacked authority to execute the document.


"Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction statement or written statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between any corporation and any other person, when signed by the chairman of the board, the president or any vice president and the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation, is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same."


See a business lawyer to make sure your corporation has appropriate documents and is being operated properly

Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.