If the change was purely to a fictitious name that the company used (the name an individual or business uses to do business) in Pennsylvania, the contract itself is likely still valid with no changes. The language of the contract itself would control the answer. Type in the name of the company (or the first word or two). Entering contracts, concluding loans and endorsing checks or drafts all require. When signing for the corporation, a simple signature line with the name of the.
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Contracts come in many forms, but all must provide some kind of proof that all parties involved agree to the exchange of valuable items or services. The exchange can be immediate or promised, and it can involve intangibles, physical items, services and money. The purpose of a contract is demonstrating mutual agreement to terms and conditions expressed in the document. The normal way of proving agreement is by each party signing the contract.
Agreement to Content
The terms and conditions of a contract generally result from negotiations between two or more people or organizations. The contract details the goods, services or considerations to be exchanged, the date of exchange and any modifiers to the exchange. Later changes or continuances of the contract are addendums and normally require the signatures of all parties concerned. A contract between individuals is signed by each individual or a contracted agent for the individual. A company has one or more approved individuals whose signature can commit the company. A list of these individuals and any restrictions to their signatory authority is set forth in a resolution document approved by the company's board of directors, managing members or owners.
Empowered to Accept
Each contract contains relevant details that, when the contract is signed, are legally enforceable. A contract that is missing a signature is not proof that all parties have agreed to the details, although if the exchange takes place, a legal case can be made that all parties have agreed to the terms and conditions of the contract. An oral contract, such as when one party tells the other to go ahead and perform the service offered, is an implied acceptance but can result later in disagreement over what actually was intended by the parties. That is why business contracts are put in writing and signed by all parties to the contract. Minors, people of unsound mind, people under the influence of drugs or alcohol and people with demonstrated unsound judgment are not considered legally capable of signing acceptance.
Keeping Parties Safe
Signatures on a contract are intended to safeguard all parties. Sometimes one party will alter the terms of the written contract without telling the other party, which is why it is important to read a contract before signing, because a signature normally makes the contract enforceable. When an agreement involves extensive negotiations and changes to a proposed contract, signatories often are asked to initial each page of the contract to indicate their approval of any changes. Initials also make it difficult to reproduce individual pages with unapproved changes. In some cases, a witness is required to sign attesting to personally observing the parties as they signed the contract. Any later changes to a contract also require signatures as evidence that the changes have been accepted by the parties.
Implied Contracts
When parties orally agree to an exchange of value, and the exchange takes place, the contract is implied. People buying goods in a store, using a Web product or hiring services make implied contracts. The transfer of the goods or performance of the services is considered proof of agreement, even though there are sometimes ensuing complaints or misunderstandings. If the parties can find no resolution through negotiation, they end up in court and the validity of the implied contract must be proved through past business experience and questions regarding the provision of goods or services in the manner expected.
References (3)
About the Author
Victoria Duff specializes in entrepreneurial subjects, drawing on her experience as an acclaimed start-up facilitator, venture catalyst and investor relations manager. Since 1995 she has written many articles for e-zines and was a regular columnist for 'Digital Coast Reporter' and 'Developments Magazine.' She holds a Bachelor of Arts in public administration from the University of California at Berkeley.
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Duff, Victoria. 'Why Do the Two Parties Involved Need to Sign a Written Business Agreement?' Small Business - Chron.com, http://smallbusiness.chron.com/two-parties-involved-need-sign-written-business-agreement-77137.html. Accessed 14 June 2019.
Duff, Victoria. (n.d.). Why Do the Two Parties Involved Need to Sign a Written Business Agreement? Small Business - Chron.com. Retrieved from http://smallbusiness.chron.com/two-parties-involved-need-sign-written-business-agreement-77137.html
Duff, Victoria. 'Why Do the Two Parties Involved Need to Sign a Written Business Agreement?' accessed June 14, 2019. http://smallbusiness.chron.com/two-parties-involved-need-sign-written-business-agreement-77137.html
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When a corporation is doing business, it must duly authorize each transaction. Entering contracts, concluding loans and endorsing checks or drafts all require the signature of a corporate officer with the authority to conduct business transactions on behalf of the company. Determining what constitutes a legal signature for a corporation may involve reading the bylaws, securing a board resolution or requesting a certification of authority.
Signature Block
When a corporation endorses a check, signs a contract or enters into a loan transaction, the documents must be signed by a corporate officer authorized to carry out the transaction on behalf of the company. When signing for the corporation, a simple signature line with the name of the corporate officer is not the legally acceptable method for signature; instead, the signature must be presented in a signature block with the name of the corporation and the name, title and signature of a corporate officer. The following example is a legal signature block for a corporation, where James Doe is a corporate officer authorized to transact business for ABC Corporation, Inc.:
ABC Corporation, Inc.
By: ___ Name: James Doe Title: Chief Operating Officer
Bylaws
Every corporation that is legally doing business in a state has a set of bylaws indicating how the company is to be operated, the names of its principal officers and its rules about approving loans, checks, contracts and stock certificates. When verifying whether a corporate officer is authorized to carry out and sign official documents for your transaction, check the corporate bylaws for the names of officers who are authorized to do so. Bylaws are not filed with the Secretary of State in the state of incorporation, so you may have to request a copy from the corporation itself.
Board Resolution
Some corporate bylaws grant authority to the Board of Directors to designate the officers who can transact business on behalf of the company; that task is accomplished by passing a board resolution. Board resolutions may give general authority to act on behalf of the corporation or more limited powers to transact business. For example, the resolution may broadly state that a named officer of the corporation is authorized to 'endorse checks or other evidences of indebtedness' -- or the resolution could limit the officer's power by adding, 'but only for the purpose of deposit.'
Apparent Authority
While legal corporate signatures require both a proper signature block and the requisite authority from the bylaws or a board resolution, in some instances, illegal signatures will bind a corporation to protect the interests of innocent third parties. If an individual has the apparent authority to sign -- for example, if the individual holds a managerial title and works for the corporation -- the corporation will be bound by any agreements the individual signs in the name of the corporation with innocent third parties. Apparent authority may also exist if two officers of the same corporation, such as the secretary and president, endorse an instrument.
References (3)
About the Author
Trudie Longren began writing in 2008 for legal publications, including the 'American Journal of Criminal Law.' She has served as a classroom teacher and legal writing professor. Longren holds a bachelor's degree in international politics, a Juris Doctor and an LL.M. in human rights. She also speaks Spanish and French.
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Longren, Trudie. 'What Determines the Legal Signature for a Corporation?' Small Business - Chron.com, http://smallbusiness.chron.com/determines-legal-signature-corporation-65200.html. Accessed 14 June 2019.
Longren, Trudie. (n.d.). What Determines the Legal Signature for a Corporation? Small Business - Chron.com. Retrieved from http://smallbusiness.chron.com/determines-legal-signature-corporation-65200.html
Longren, Trudie. 'What Determines the Legal Signature for a Corporation?' accessed June 14, 2019. http://smallbusiness.chron.com/determines-legal-signature-corporation-65200.html
Note: Depending on which text editor you're pasting into, you might have to add the italics to the site name.