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Corporate Checks - Authorized Signers

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When issuing a corporate check is there any clear ruling as to who is authorized to sign? Bylaws state that the CFO can sign. Can this be delegated to other employees?

Corporate governance documents come in different hierarchical levels. At the peak of the heap are the Articles of Incorporation (they may have a different name in your state), which tend to deal in big picture issues. Beneath that come the Bylaws, which may or may not include provisions on who has authority to act on the corporation's behalf. The governing body of the corporation, the board of directors, can also adopt specific resolutions authorizing other individuals to sign on corporate accounts. Unless the Bylaws say so, the CFO ordinarily cannot delegate signing authority. Appointments have to be made by board resolution.

First published on 12/15/08

First published on 12/15/2008

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