Introduction

In the world of business, having the right person sign on the dotted line can mean the difference between a legally binding contract and a piece of paper suitable only for the recycling bin. But what exactly do you call the person with the authority to sign official documents on behalf of a company? Let’s break down the common titles and what they mean, so you don’t accidentally send your intern to sign a million-dollar deal.

Read: What is a business contract?

Common titles for signing authorities

Authorized signatory

This is the general, catch-all term for anyone who has been given the power to sign documents on behalf of a company. It’s not a specific job title but more of a designation. Whether it’s the CEO, CFO, or even a trusted manager, if they’re officially authorized, they fall into this category. You’ll often see this term used in official forms or agreements to refer to the person signing.

Signing officer

A signing officer is typically someone appointed by the company’s board of directors or senior management to sign documents on the company’s behalf. This could include contracts, checks, and other legal documents. The role is often part of a broader set of responsibilities, like a financial officer or legal counsel, who has the authority to execute documents as part of their job.

Director

Directors, particularly on the board, often have the authority to sign off on big decisions, like approving mergers, acquisitions, or major financial commitments. Not every director will have signing authority, though; it’s usually reserved for those specifically authorized by the company’s bylaws or resolutions.

Company secretary

The company secretary, sometimes called the corporate secretary, is responsible for ensuring the company’s legal compliance and governance. They often have the authority to sign certain documents, especially those related to corporate filings, board meeting minutes, and shareholder communications. It’s a role that involves a lot of paperwork, so signing is part of the gig.

CEO/CFO/COO

The C-suite executives (chief executive officer, chief financial officer, chief operating officer) often have signing authority as part of their role. The CEO usually has the broadest authority, while the CFO might be responsible for financial documents and the COO for operational agreements.

Read: What happens if you breach a contract?

Why does it matter who signs?

Having the right person sign a contract isn’t just about following protocol—it’s a legal requirement. If someone without the proper authority signs a document, it could be considered invalid, leaving the company exposed to disputes and potential legal issues. It’s like having your teenage nephew sign your mortgage papers—sure, he’s family, but the bank’s not going to accept it.

Can signing authority be delegated?

Yes, but with caution. An authorized signatory can delegate their signing authority to another person, but this needs to be documented clearly—usually through a written authorization or a specific clause in the company’s bylaws. It’s not something you want to do casually, like handing over your car keys, because it opens up potential for misuse or errors.

Common mistakes to avoid

Not verifying authority

Just because someone shows up in a sharp suit and throws around words like “strategic vision” doesn’t mean they’re the right person to sign on behalf of their company. Always double-check who actually has signing authority. This isn’t about being distrustful—it’s about covering your bases.

Ask for proof, like a board resolution or a letter of authorization. These documents clearly say who can sign and for what purposes. If the other party hesitates or doesn’t provide this information, take it as a red flag. You wouldn’t just let anyone drive your car without a license—don’t let them sign contracts without proper credentials.

Misunderstanding titles

Titles can be deceiving. “Vice President of Global Synergy” sounds fancy, but it doesn’t necessarily mean they can bind the company to a million-dollar contract.

Before you pop the champagne on that new partnership, make sure you know exactly what their title means within the company structure. Clarify whether they have the authority to sign the specific type of agreement you’re dealing with. You don’t want to find out later that they’re only authorized to approve the lunch menu, not your contract.

Ignoring the scope of authority

Even if someone is authorized to sign, their power might be limited to certain types of documents or dollar amounts. Just because someone can sign off on vendor agreements doesn’t mean they can commit the company to a multi-year lease. It’s like assuming someone with a gym membership can access the VIP lounge—without checking the fine print, you could be in for a surprise.

Ask for details on the scope of their authority. Are they limited to certain financial thresholds? Can they sign contracts across all departments, or just their own? Getting these answers upfront can save you from a lot of headaches down the road. When in doubt, verify with the company’s legal team or ask to see the specific documentation that outlines their authority.

The bottom line

The key takeaway here is simple: don’t leave it up to assumptions or titles. Always ask for clear, written proof of signing authority before you hand over that pen. It might feel like overkill, but it’s better than finding out your new contract is about as binding as a napkin agreement.

Read: Can I extend a business contract that has expired?

Conclusion

Understanding who has the authority to sign on behalf of a company is crucial for protecting your business interests. Whether you’re the one signing or you’re receiving a signature from another company, make sure the person on the dotted line has the right to be there. It’s not just about getting the deal done; it’s about getting it done right. So next time you’re about to ink a deal, double-check that you’ve got the right person holding the pen.

How Cobrief can help with contract review

Reading your business contracts can feel overwhelming as an owner-manager of a small to medium-sized business. That’s where Cobrief comes in. Cobrief helps business owners and operators review their business-to-business contracts for legal risks.

Upload your contract to Cobrief's AI contract review software, click review and you’ll get a list of all the risks, in plain English. This helps you decide whether to sign, negotiate or reject the terms of your contract, or hire a lawyer. Think of it as a heat map for your contracts.

Get started here.