§ 8205 Unauthorized Signature Liability
This law says a signature on a security certificate is normally invalid if the signer wasn't authorized, but it can still be valid for a buyer who didn't know about the lack of authority and whose signer was someone the issuer entrusted to sign.
A company issues a stock certificate that has a signature from its registrar. The registrar wasn't supposed to sign, but the buyer didn't know this and bought the stock in good faith.
Because the buyer didn't know the signature was unauthorized and the registrar was someone the company had entrusted to sign, the signature is treated as effective for the buyer.
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§ 8205 Unauthorized Signature Liability
Last verified: January 10, 2026