Direct answer
A corporation acts through authorized people and records, but a job title alone does not answer every signing-authority question. The governing documents, board or stockholder actions where relevant, delegated authority, transaction type, certificate or other evidence, prior conduct, ratification, and apparent-authority issues can all matter. The Supreme Court has stated that an unauthorized officer act does not bind a corporation unless the corporation ratifies it or holds the officer out as authorized to transact on its behalf.
Why this answer is qualified
Authority analysis is both a corporate-record and transaction question. A company considering a contract should identify what the company is committing to, whose approval is required under its records and law, what delegation exists, and whether the signatory's authority can be documented in a form appropriate to the transaction.
What management should verify in a live matter
- The current articles, bylaws, board and stockholder records, and any documented delegation relevant to the transaction.
- The scope, value, duration, obligations, security, asset, ownership, or regulatory consequences of the proposed document.
- The proposed signatory's position and authority record, including any secretary's certificate or resolution relied on.
- Whether the company has already acted in a way that could create a ratification or apparent-authority issue.
Limits of this page
Authority and enforceability questions are fact-specific. This page does not say that a board resolution is always required, that a particular certificate is sufficient, or that a transaction is valid. Material transactions, financing, guarantees, asset disposals, ownership changes, and disputed authority should be separately assessed.