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HomeCorporations CodeCh. 2Art. 1§ 9214 Corporate Officer Signing Authority

§ 9214 Corporate Officer Signing Authority

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

§ 9214 Corporate Officer Signing Authority

Key Takeaways

  • •If a big company signs a paper (like a loan or contract) with someone, and the paper is signed by a boss (like the president or vice president) and another important person (like the secretary or money manager), it’s usually okay.
  • •The paper is still valid even if the bosses didn’t have the right to sign it, unless the other person *knew* the bosses weren’t allowed to sign.
  • •This rule helps make sure deals with companies don’t fall apart just because someone in the company signed something they maybe shouldn’t have.

Example

A company takes out a loan from a bank, and the vice president and the secretary sign the loan papers.

Even if the company later says those two people weren’t supposed to sign the loan, the loan is still valid unless the bank *knew* they weren’t allowed to sign. The bank can still make the company pay the money back.

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

Official Source
View on CA.gov

§ 9214 Corporate Officer Signing Authority

Subject to the provisions of subdivision (a) of Section 9141 and Section 9142, any note, mortgage, evidence of indebtedness, contract, 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 any one of the chairperson of the board, the president, or any vice president and by any one of 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. 2022, Ch. 617, Sec. 69. (SB 1202) Effective January 1, 2023.)

Last verified: January 23, 2026

Key Terms

instrument in writinglack of authorityactual knowledgechairperson of the boardpresidentvice presidentsecretaryassistant secretarychief financial officerassistant treasurer

Related Statutes

  • § 5214 Corporate Officer Signing Authority
  • § 7214 Corporate Officer Signing Authority
  • § 313 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 9214.
View Official Source