Are electronic signatures enforceable?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96, 2000) and state law (UETA in most states), provided intent, consent, attribution, and retention requirements are met.

When is notarization required?

Not every Authorized Signers Agreement requires notarization, but banks or counterparties may demand it. For documents that affect title or certain account changes, notarization or remote online notarization is often requested.

How do I revoke a signer?

Revoke authority by issuing written notice to the organization, filing a replacement agreement, and delivering notice to third parties (banks, vendors). Maintain proof of delivery and an effective revocation date.

Will banks accept an e-signed agreement?

Many banks accept e-signed agreements if authentication and audit trail meet their requirements; some institutions still require notarized originals—check bank policy in advance.

How should signed copies be stored?

Store a signed original and an electronic copy with audit logs. Retain according to retention policy (see retention timeline) and ensure secure access controls for sensitive records.

What if a signer’s name changes?

Update the agreement and provide supporting documentation (name-change certificate, updated ID). Notify banks and vendors promptly and provide a notarized amendment if required.

Electronic Signature
Templates
Legal
Authorized Signers Agreement

Authorized Signers Agreement

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AUTHORIZED SIGNERS AGREEMENT

This Authorized Signers Agreement (the Agreement) is made as of by and between Company Name: , an entity organized as a under the laws of with its principal place of business at (Company), and Recipient Name: , an entity organized as a under the laws of with its principal place of business at (Recipient).

RECITALS

WHEREAS, Company maintains accounts and conducts transactions and requires certain persons to be authorized to sign, endorse, execute or otherwise approve instruments, documents or electronic instructions on behalf of Company (Authorized Signers);

WHEREAS, Recipient requires written designation of authorized signers and specimen signatures in order to accept, rely upon and process instruments, instructions, and documents presented on behalf of Company; and

WHEREAS, the Parties desire to set forth the scope of authority, limitations, notice procedures and indemnification relating to Authorized Signers.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 Authorized Signer means any natural person whose name, title and specimen signature are provided to Recipient under Section 2 and who is authorized by Company to execute, deliver or approve Instruments on behalf of Company within the scope set forth in this Agreement.

1.2 Instrument means any check, draft, order, instruction (including electronic instructions), document, agreement, or other paper or electronic item requiring signature, endorsement or authorization to effect a transaction on behalf of Company.

2. APPOINTMENT OF AUTHORIZED SIGNERS

2.1 Company hereby designates the individuals listed below as Authorized Signers. Recipient is authorized to accept signatures and instructions from such persons in accordance with the authority described in Section 3. Company represents and warrants that each listed individual is duly authorized by Company to act on its behalf in the capacities described.

Authorized Signer 1 — Printed Name Authorized Signer 1 — Title Authorized Signer 1 — Specimen Signature Authorized Signer 2 — Printed Name Authorized Signer 2 — Title Authorized Signer 2 — Specimen Signature Additional Authorized Signers — Details

3. AUTHORITY; LIMITATIONS

3.1 Subject to the terms of this Agreement, each Authorized Signer may execute, endorse, deliver and otherwise act on Instruments on behalf of Company. Company authorizes Recipient to accept and rely upon such actions without further inquiry as to authority, genuineness, or the circumstances of execution.

3.2 Company directs that the following signing rules apply (check applicable boxes and provide amounts where indicated):

Any one Authorized Signer may act alone for all Instruments.
Two Authorized Signers are required for Instruments exceeding (amount in USD).
Authority is limited to the transaction types described here:

4. RELIANCE; INDEMNIFICATION

4.1 Recipient may rely conclusively on any Instrument bearing a signature or endorsement matching the specimen signature for the named Authorized Signer. Recipient shall not be required to verify the authority of any Authorized Signer beyond the scope expressly set forth in this Agreement.

4.2 Company shall indemnify, defend and hold harmless Recipient and its agents from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of (a) Recipient's reliance on Instruments signed by persons listed as Authorized Signers, or (b) any breach of Company's representations, warranties or covenants in this Agreement, except to the extent caused by Recipient's gross negligence or willful misconduct.

5. RECORDS; NOTICE OF CHANGE

5.1 Company shall maintain accurate records of the appointment, termination and authority of Authorized Signers and shall promptly notify Recipient in writing of any revocation, resignation, death or change in authority of an Authorized Signer. Recipient shall be entitled to rely on the last written notice received until Recipient has had a reasonable opportunity to act on a later written notice.

Notice Address for Company Notice Address for Recipient

6. TERM; TERMINATION

6.1 This Agreement shall remain in effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party or upon receipt by Recipient of a signed written revocation by Company. Termination shall not affect Recipient's right to rely on Instruments executed prior to Recipient's receipt of such notice to the extent permitted by law.

7. AMENDMENTS; WAIVER

7.1 No amendment to this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving compliance.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles.

8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

8.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall be effective to bind the signing Party.

9. REPRESENTATIONS

9.1 Each Party represents and warrants that (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person executing this Agreement on its behalf is duly authorized to do so; and (c) the execution and delivery of this Agreement and the performance of its obligations will not violate any agreement, law or court order binding on such Party.

10. MISCELLANEOUS

10.1 Remedies. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

10.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The singular includes the plural and vice versa where the context requires.

Company:

By:

Date:

Recipient:

By:

Date:

What an Authorized Signers Agreement Is and when it's used

An Authorized Signers Agreement is a written record that designates which individuals or titles may sign contracts, banking instruments, vendor agreements, and other binding documents on behalf of an organization. It typically identifies signers by name and title, specifies the scope and limits of their authority, attaches specimen signatures, sets an effective date, and explains how authority may be revoked. Organizations use this agreement to reduce disputes, support third-party reliance (banks, vendors), and create an auditable trail of delegated authority.

Why documenting signer authority matters

A clear Authorized Signers Agreement reduces operational friction, prevents unauthorized commitments, and supports compliance. It clarifies limits of authority, streamlines vendor and bank acceptance, and supplies a traceable record for audits or disputes, including evidence that can be relied on under ESIGN and state electronic transaction laws.

Who typically prepares and relies on this agreement

Common internal and external stakeholders manage, request, or enforce signer authority documentation.

Corporate treasury and finance teams who need to control disbursements and bank signatories.
Legal and contract teams that require documented delegation for contract execution and audit purposes.
Banks, vendors, and counterparties who request signed evidence of signing authority before accepting payments or closing transactions.

The agreement serves both operational needs (processing payments, signing purchase orders) and compliance needs (audits, regulatory reviews).

Representative signer roles

Corporate Treasurer

A senior finance officer authorized to sign banking and treasury documents. The agreement should state account numbers, transaction limits, dual-signature rules, and whether authority is personal or tied to a position.

Vendor Representative

An external agent or officer who signs contracts for a supplier or customer. Include name, title, specimen signature, and a notarized or authenticated statement if the counterparty requires proof of authority.

Essential details to include in the agreement

Full legal name: Exact name on ID

Title or position: Official job title

Organization: Legal entity name

Tax ID / EIN: EIN or TIN

Specimen signature: Signed sample

Effective date: MM/DD/YYYY

Step-by-step: completing and issuing an Authorized Signers Agreement

Follow a consistent sequence to minimize errors and ensure the agreement is accepted by banks, vendors, and internal auditors.

01

Prepare form: Collect legal names, titles, EINs, and specimen signatures.
02

Assign scope: Define account access, dollar limits, and signature conditions.
03

Authenticate signer: Use notarization, RON, or strong ID checks where required.
04

Distribute copies: Send executed originals to banks and store a retained copy.

How to configure an online signing workflow

Configure the document and signer flow so identity, scope, and evidence are captured automatically at signing.

Workflow Setting	Recommended Configuration
Authentication	Use email + SMS or knowledge-based verification as needed
Conditional fields	Show additional fields when higher limits are selected
Templates	Create reusable template with locked authority clauses
Integrations	Connect to CRM or document storage for auto-archival

Delivery options and technical file requirements

Choose delivery and file formats based on counterparty requirements and internal records management.

Accepted formats: PDF and DOCX formats work broadly
Integrations: Common CRM and cloud integrations available
Audit evidence: Exportable timestamps and activity logs

Ensure the selected solution supports required authentication, audit trails, and storage formats to satisfy banks, auditors, and regulators.

Where to file or send the executed agreement

After execution, route copies to internal records, banks, and relevant counterparties using secure channels and retention controls.

Internal records: Store a signed original in the corporate records system
Bank or custodian: Deliver a notarized or authenticated copy to account holders
Vendors and partners: Provide certified copies where contract signing is delegated
Legal counsel: Retain a copy for audit and dispute response

Common mistakes to avoid when preparing the agreement

Listing informal or abbreviated names rather than the legal entity causes banks and vendors to reject the document.
Failing to state monetary or transaction limits creates ambiguity and can expose the organization to unauthorized payments.
Skipping notarization or strong authentication when a counterparty requires it leads to processing delays or refusal.
Not updating or revoking authority promptly after personnel changes increases fraud and audit risk.

Potential consequences of incorrect or missing documentation

Contract invalidation: May be unenforceable

Bank refusal: Accounts may be frozen or transactions rejected

Backup withholding: 24% withholding if TIN errors exist

Civil liability: Fiduciary claims or indemnities possible

Fraud exposure: Unauthorized payments risk loss

Regulatory fines: Penalties for compliance failures

Typical timelines and processing expectations

Expect variable processing times depending on authentication method and counterparty requirements; plan ahead for bank and vendor acceptance.

Internal turnaround:

2–7 business days for internal approvals and signatures

Bank processing:

3–10 business days for banks to update signatory records

Notarization scheduling:

Allow 1–3 business days for remote or in-person notary appointments

Revocation notice:

Provide immediate written notice; expect up to 5 business days processing

Record archival:

Store executed copies immediately for audit readiness

Key milestones from draft to archived record

Track milestones so approvals, authentication, and filing occur in sequence without gaps.

01

Draft and review

Prepare draft and obtain internal approvals before signature routing

02

Sign and authenticate

Signers execute; complete notarization or electronic authentication if required

03

Third-party acceptance

Deliver to banks or vendors and confirm acceptance

04

Archive and retain

Store signed originals and audit evidence according to retention policy

Core clauses and elements to include in a professional agreement

A complete agreement balances clarity of authority with controls and evidence; each clause reduces later disputes and supports third-party reliance.

Authority clause

Explicitly state whether authority is individual, joint, or tied to an office, and specify transaction types covered.

Specimen signatures

Include signature samples and specify whether electronic signatures are acceptable and what authentication is required.

Monetary limits

Define per-transaction and aggregate dollar limits and whether prior approvals are required for exceptions.

Account references

List affected bank account numbers, vendor relationships, or contract categories covered by the authorization.

Revocation process

Describe how authority is revoked, notice methods, and effective timing for third-party reliance.

Document custody

State where originals are stored and who maintains audit logs and copies for compliance.

Supporting documents and export options you should prepare

Supporting evidence and preserved exports increase acceptance and speed reconciliations for banks, auditors, and counterparties.

Download formats

Keep signed copies in PDF/A and PDF with audit certificate; export Word originals for editable records where necessary.

Certified copies

Have notarized or certified corporate resolutions available when banks request additional verification.

Audit trail export

Retain an exportable audit log with timestamps, IP addresses, and signer authentication details for evidentiary support.

Attachment list

Attach corporate bylaws, EIN letter, and board resolutions that corroborate delegated authority.

Real-world examples of why organizations formalize signer authority

These short examples show practical outcomes when organizations document signing authority clearly.

Optica Ventures

Optica centralized signer authority to reduce processing delays across multiple properties.

They used a standardized agreement for tenant and vendor onboarding.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Fertility Centers

A healthcare provider formalized signing roles to control billing and vendor contracts.

The agreement included HIPAA-related access limits and specimen signatures.
"The airSlate SignNow team has been exceptional, responsive, the API has been great, and we're extremely happy that we chose airSlate SignNow as a company."

Comparing common eSignature vendors for signer-authority workflows

Basic pricing and capability comparisons help select a platform that supports authentication, bulk workflows, and compliance for Authorized Signers Agreements.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions and quick answers

Answers to common questions about enforceability, notarization, revisions, and storage for Authorized Signers Agreements.

Need help? Contact support

Are electronic signatures enforceable?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96, 2000) and state law (UETA in most states), provided intent, consent, attribution, and retention requirements are met.
When is notarization required?
Not every Authorized Signers Agreement requires notarization, but banks or counterparties may demand it. For documents that affect title or certain account changes, notarization or remote online notarization is often requested.
How do I revoke a signer?
Revoke authority by issuing written notice to the organization, filing a replacement agreement, and delivering notice to third parties (banks, vendors). Maintain proof of delivery and an effective revocation date.
Will banks accept an e-signed agreement?
Many banks accept e-signed agreements if authentication and audit trail meet their requirements; some institutions still require notarized originals—check bank policy in advance.
How should signed copies be stored?
Store a signed original and an electronic copy with audit logs. Retain according to retention policy (see retention timeline) and ensure secure access controls for sensitive records.
What if a signer’s name changes?
Update the agreement and provide supporting documentation (name-change certificate, updated ID). Notify banks and vendors promptly and provide a notarized amendment if required.

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