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HomeCorporations CodeCh. 2Art. 1§ 7214 Corporate Officer Signing Authority

§ 7214 Corporate Officer Signing Authority

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

§ 7214 Corporate Officer Signing Authority

Key Takeaways

  • •If a big company signs a paper (like a loan or contract) with someone, it’s usually valid even if the person who signed it wasn’t supposed to.
  • •The paper is only invalid if the other person *knew* the signer wasn’t allowed to sign it.
  • •Only certain high-up people in the company (like the president, vice president, secretary, or money officer) can sign these papers.

Example

A company’s vice president signs a loan for a new office building, but the company’s rules say only the president can sign big loans.

The loan is still valid unless the bank *knew* the vice president wasn’t allowed to sign it. If the bank didn’t know, the company has to follow the loan.

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

Official Source
View on CA.gov

§ 7214 Corporate Officer Signing Authority

Subject to the provisions of subdivision (a) of Section 7141 and Section 7142, 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. 58. (SB 1202) Effective January 1, 2023.)

Last verified: January 23, 2026

Key Terms

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

Related Statutes

  • § 5214 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 7214.
View Official Source