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HomeCorporations CodeCh. 3§ 313 Corporate Officer Signing Authority

§ 313 Corporate Officer Signing Authority

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 313 Corporate Officer Signing Authority

Key Takeaways

  • •If a big company signs a paper (like a loan or contract) with you, it’s usually okay even if the person who signed it wasn’t supposed to.
  • •This only works if you didn’t know the person signing didn’t have permission.
  • •The paper must be signed by important people in the company, like the president or a vice president, plus someone like the secretary or treasurer.

Example

You lend money to a company, and the vice president and secretary sign the loan paper.

Even if the company later says those people weren’t allowed to sign, the loan is still valid unless you knew they weren’t supposed to sign.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 313 Corporate Officer Signing Authority

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 chairperson 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. (Amended by Stats. 2015, Ch. 98, Sec. 6. (SB 351) Effective January 1, 2016.)

Last verified: January 23, 2026

Key Terms

notemortgageevidence of indebtednesscontractshare certificateinitial transaction statementwritten statementconveyanceinstrument in writingassignmentendorsementchairperson of the boardpresidentvice presidentsecretaryassistant secretarychief financial officerassistant treasurerlack of authorityactual knowledge

Related Statutes

  • § 5214 Corporate Officer Signing Authority
  • § 7214 Corporate Officer Signing Authority
  • § 9214 Corporate Officer Signing Authority
  • § 173 Officers' Certificate Definition
  • § 12241 Corporate Officer Certificates

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 313.
View Official Source