If the signatory or entity is a Limited Partnership, a copy of the LP-1 (filed with the State) which designates the general partner, is required. The agreements should be signed by the General Partner(s) and accompanied by Articles of Limited Partnership.
If the signatory or entity is a general partnership, a copy of the partnership agreement is required. The signatures should be of one or more partners, accompanied by some indication of his/her/their authority to bind the remaining partners (Articles of Co-Partnership, partnership Resolution authorizing fewer than all the partners’ signatures to bind the remaining partners, etc.).
If the signatory or entity is a corporation, the signatures of two corporate officers (the president, vice president, secretary, assistant secretary, Chief Financial Officer (i.e., treasurer, or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president AND secretary, treasurer or CFO. For example, the signatures of a president and a vice president would be insufficient. If signed by a single corporate officer, a corporate resolution, authorizing the one officer to bind the corporation, signed by the Board of Directors of the corporation is required. The corporate resolution must authorize the signator to sign the bonds/agreements on behalf of the corporation. A statement of the officers of the corporation (without specific language authorizing them to sign on behalf of the corporation) is insufficient. Verification that the corporation is in good standing should also be required/reviewed.
If the entity executing the agreements is a Foreign Corporation (not incorporated within the State of California), a copy of the Statement by Foreign Corporation (filed with the State of California) should also be included. The agreement should be executed as for a DOMESTIC CORPORATION, above.
LIMITED LIABILITY CORPORATION
If the signatory or entity is a Limited Liability Corporation, a copy of the Operating Agreement for the Limited Liability Corporation is required, and if available, a copy of the Statement of Information filed with the State designating the managing member of the Limited Liability Corporation is requested. The managing member of the Limited Liability Corporation may sign on behalf of the Limited Liability Corporation. If there is no designated managing member, the Operating Agreement will need to be reviewed to determine who can sign on behalf of the Limited Liability Corporation or how authorization to bind the Limited Liability Corporation in transactions can be obtained.
SIGNATORIES THAT ARE A COMBINATION OF LEGAL ENTITIES
If the signatory or entity, for example, is a Limited Liability Corporation, with a managing member that is a limited partnership, whose general partner is a corporation, all of the documentation and information requested above for each of these entities should be required for approval.