Signatures and Corporate Filings: Small Details, Big Impact

What this is: When filing corporate documents, you might think that the signature would be a rather simple requirement. An officer, manager or other official representative signs in the appropriate place and you’re done.

What this means: Not so fast! There are a number of complexities that make the document signature a common cause of filing rejection. Let’s look at the different ways to sign a document and identify document signers and how these factors impact document acceptability as determined by a state’s filing office.

At first glance, signatures may seem like a simple part of corporate filings. They are among the top reasons filings get rejected, leading to costly delays and putting important transactions at risk. Paying close attention to signature requirements can save your business time, money, and compliance headaches. 

Why Signatures Are Critical in Corporate Filings

• Small errors, major consequences: Omissions like a missing title or mismatched legal name can cause immediate rejection, even if the signer is otherwise authorized.
• Changing compliance landscape: More states require online filings, with evolving rules about what constitutes a valid signature.
• Every detail matters: Rules for signature format, title and method can differ not only by state but by document type.

Types of Accepted Signatures & State-Specific Examples

• Original (wet ink): Required for certain notarized filings or specific states (e.g., Arkansas and Maine).
• Scanned/PDF: Widely accepted, but poor scan quality (multiple rescans or faxing) may lead to rejection (e.g., Delaware).
• Conformed: Typed as /s/ Name; used for some Florida LLC filings (but not for nonprofits).
• Electronic signature: e.g., DocuSign. Accepted in Nevada and Texas.
• Typed in web portal: Mandatory for online-only states like Colorado and New Mexico.

Who Needs to Sign? (State and Entity Type Matter!)

• Corporations: Usually an officer such as President or Secretary. California and Oklahoma may require two signatures from different roles when filing amendments.
• LLCs: Can be a Member, Manager, or Authorized Person; varies by state. New York requires the organizer for Articles of Organization, while Delaware is more flexible.
• LPs: Must include at least one General Partner. In some states, such as Florida, if that partner is a business entity, it must first be registered and active in the filing state before the LP filing will be accepted.
• Professional entities: Many states require that certain professional entities be signed by a licensed professional in the relevant field (e.g., an attorney for a law firm, a physician for a medical practice). Always confirm with applicable statutes and licensing board rules.

Best Practices for Signature Formatting

• Include typed name and title: e.g., “Jane Doe, Secretary.”
• Match entity name exactly: “ABC, Inc.” vs. “ABC Inc”, even a missing comma can trigger rejection.
• Ensure consistency: Cover pages, backers, and execution blocks must match exactly.

Attorney-in-Fact and Special Signing Authority

Some states, such as New York, allow attorney‑in‑fact signers for any business entity filing, including LPs. A valid, properly executed power of attorney (POA) must authorize the attorney‑in‑fact to act for the entity. Per New York General Obligations Law § 5‑1507, the signature block must clearly show the agent’s role and the principal’s identity (e.g., “John Smith, attorney‑in‑fact for Jane Doe, General Partner”). Acceptable formats include: “(name of agent) as agent for (name of principal)” and “(name of principal) by (name of agent), as agent.” Some states also limit signatory titles (e.g., New York will not accept “President” for an LLC; must be “Member” or “Manager”).

Practical Steps to Avoid Rejection

• Verify who can sign for each filing type and state.
• Confirm the required signature format.
• Triple-check that names and titles match state records.
• Use high-quality scans for PDFs.
• Review each state’s current requirements before submission.

The Bottom Line

Signatures are not just a formality, they are a compliance checkpoint that can make or break your filing. A meticulous approach to verifying signatory authority, matching state requirements, and formatting correctly can help ensure your filings are accepted the first time. 

If you need professional guidance, make sure to consult a service company that combines deep compliance expertise with hands-on service to help you meet state requirements, prevent costly rejections, and keep your business moving forward with confidence. 

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.