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HomeCorporations CodeCh. 2Art. 1§ 5214 Corporate Officer Signing Authority

§ 5214 Corporate Officer Signing Authority

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

§ 5214 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 officer), it’s usually okay.
  • •The paper is still valid even if the boss or the other person wasn’t supposed to sign it, unless the other person *knew* they weren’t allowed to sign.
  • •This rule helps protect people who do business with companies, so they don’t get tricked if a boss signs something they shouldn’t.

Example

A small business owner gets a loan from a big bank. The bank’s vice president and secretary sign the loan papers.

Even if the vice president wasn’t supposed to sign loans, the loan is still valid unless the small business owner *knew* the vice president wasn’t allowed to sign. This keeps things fair for the small business owner.

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

Official Source
View on CA.gov

§ 5214 Corporate Officer Signing Authority

Subject to the provisions of subdivision (a) of Section 5141 and Section 5142, 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. 48. (SB 1202) Effective January 1, 2023.)

Last verified: January 23, 2026

Key Terms

notemortgageevidence of indebtednesscontractconveyanceinstrument in writingassignmentendorsementchairperson of the boardpresidentvice presidentsecretaryassistant secretarychief financial officerassistant treasurerlack of authorityactual knowledge

Related Statutes

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