Are electronic signatures valid?

Yes. Under the ESIGN Act and state UETA laws, electronic signatures can be legally binding when intent, consent, attribution, and retention requirements are met. Ensure the chosen eSignature method captures an audit trail and, for consumer-facing records, any required disclosures.

When is notarization required?

Not all statements require notarization. Determine if the receiving authority or state law mandates notarization or witnesses; use remote online notarization where permitted and when identity proofing and audio-video recording requirements are satisfied.

What if the signer lacks delegated authority?

If the signer lacks authority, the statement may be invalid and transactions depending on it could be voidable. Verify board resolutions, bylaws, or power-of-attorney documents before issuance to confirm delegation.

How should supporting exhibits be handled?

Attach clear, dated copies of exhibits to the statement or reference exhibit filenames. Ensure attachments are included in the signed package and retained with the audit trail for later verification.

How long must we retain signed statements?

Retention depends on record type and regulator expectations. Follow federal minimums (for example, IRS records three years) and any industry-specific rules such as HIPAA six-year retention for health records.

Can a statement be amended or revoked?

Yes. Amendments should be executed with the same formalities as the original statement, clearly reference prior documents, and be archived with the original to preserve the document history and the audit trail.

Electronic Signature
Templates
Legal
Legal Director Statement

Legal Director Statement

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LEGAL DIRECTOR STATEMENT

This Legal Director Statement is made as of by Company Name: whose principal address is (the "Company"), to Counterparty Name: with address (the "Recipient").

RECITALS

WHEREAS, the Company is a duly organized and validly existing legal entity in good standing under the laws of the jurisdiction indicated below and has the corporate power and authority to enter into and perform its obligations under this Statement; and

WHEREAS, the Legal Director of the Company has been requested to provide assurances, representations and certifications to the Recipient regarding corporate authority, corporate governance actions and other matters described herein in connection with the Counterparty's review and reliance on the Company's assurances; and

WHEREAS, the Legal Director is authorized by the Company to make the statements, representations and certifications set forth below for the purpose of inducing the Recipient to rely upon the truth and accuracy of such statements in relation to the transaction or relationship identified as:

NOW, THEREFORE

In consideration of the Recipient's reliance on the matters set forth herein, the Company, through its Legal Director, hereby states, certifies and warrants to the Recipient as follows:

1. AUTHORITY; ORGANIZATION

1.1 The Company is duly organized, validly existing and in good standing under the laws of and has full corporate power and authority to own its properties and conduct its business as presently conducted.

1.2 The execution, delivery and performance of this Statement and the acts contemplated herein have been duly authorized by all necessary corporate action of the Company, and, to the best knowledge of the Legal Director, no further corporate or shareholder action is required, except as disclosed in the attached documents or as disclosed below.

2. BOARD RESOLUTIONS AND AUTHORIZATION

2.1 The matters set forth in this Statement were authorized by resolutions duly adopted by the Company's board of directors or equivalent governing body on and a true and complete certified copy of such resolutions is attached to be provided upon request.

2.2 The Legal Director certifies that the individuals executing documents on behalf of the Company have the authority to bind the Company in respect of the matters confirmed in this Statement.

3. REPRESENTATIONS AND WARRANTIES

3.1 To the best knowledge of the Legal Director, the execution, delivery and performance by the Company of any transaction for which this Statement is provided will not (a) violate any provision of the Company's charter documents; (b) breach or result in a default under any material agreement or instrument to which the Company is a party; or (c) result in the creation of any lien or encumbrance not disclosed to the Recipient.

3.2 There are no pending or, to the Legal Director's knowledge, threatened actions, suits, arbitrations or proceedings before any governmental authority that would reasonably be expected to impair the Company's ability to perform its obligations in relation to the referenced transaction, except as expressly set forth in the space below.

Known litigation or exceptions (if any):

4. NO CONFLICT; COMPLIANCE

4.1 The execution, delivery and performance of the referenced transaction do not conflict with, and will not result in a breach of, any material contractual obligation, law, order, judgment, decree, license or permit applicable to the Company.

4.2 The Company is not in material violation of any material law, regulation or governmental order that would reasonably be expected to affect the Company's ability to perform its obligations under the referenced transaction.

5. RELIANCE; LIMITATION

5.1 The Recipient may rely upon the statements, certifications and representations contained in this Statement as being true and complete as of the date hereof. The Company acknowledges that the Recipient will rely on such statements in deciding whether to enter into or continue the referenced transaction.

5.2 This Statement is provided solely for the benefit of the Recipient and its permitted successors and assigns and may not be used by any other person or for any other purpose without the prior written consent of the Company.

6. ATTACHMENTS AND DOCUMENTS

The following documents are represented to be true, complete and genuine copies and, where indicated, certified copies:

Certificate of Good Standing: attached to be provided

Certified Copy of Board Resolution: attached to be provided

Other attachments or remarks:

7. NOTICES

All notices, requests or other communications required or permitted under this Statement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this provision.

Company notice address: Recipient notice address:

8. MISCELLANEOUS

Governing Law: This Statement shall be governed by and construed in accordance with the laws of , without giving effect to conflict of laws principles that would apply the laws of any other jurisdiction.

Entire Agreement: This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to the subject matter hereof.

Severability: If any provision of this Statement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and such invalid, illegal or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Statement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Counterparts: This Statement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

CERTIFICATION BY LEGAL DIRECTOR

The undersigned Legal Director certifies that the foregoing statements are true and correct to the best of his or her knowledge, information and belief, and that the undersigned is authorized to execute this Statement on behalf of the Company.

Company Printed Name:

By:

Date:

Title:

Recipient Printed Name:

By:

Date:

Title:

What a Legal Director Statement Is and When It’s Used

A Legal Director Statement is a formal written declaration issued by an organization's legal director or delegated legal officer that records authoritative facts, certifies specific actions, or confirms compliance steps. Typical uses include certifying corporate authority for a transaction, documenting legal conclusions for board minutes, supporting regulatory filings, or memorializing counsel's factual review. The statement normally identifies the issuing entity, states the legal director's authority, summarizes the factual basis, references supporting exhibits, and includes a dated signature block for the signing officer.

Why Organizations Issue a Legal Director Statement

A clear Legal Director Statement creates an auditable record of authority and factual assertions, reducing uncertainty during audits, regulatory reviews, or internal investigations. It centralizes legal reasoning, assigns accountability, and helps preserve corporate governance controls while supporting downstream compliance and contract enforcement.

Typical Authors and Recipients of the Statement

Primary users include corporate legal departments, general counsel, compliance officers, and board secretaries preparing authoritative statements or certifications.

General Counsel and Legal Directors responsible for official corporate certifications and legal sign-offs.
Compliance officers issuing factual attestations for regulatory reporting, audits, or internal investigations.
Board secretaries and corporate officers when documenting authority for transactions or board resolutions.

Write concisely, cite supporting exhibits, and keep the signed statement with corporate records for audit trails and legal review.

Who Signs and Why

Legal Director

Signs or certifies statements within delegated authority, verifies facts and documents, coordinates with business units, and ensures alignment with corporate governance and compliance requirements before issuance.

General Counsel

Provides legal oversight for sensitive statements, reviews legal risk, advises on wording and authority, and may countersign when the statement implicates material legal or regulatory obligations.

Essential Information to Include

Entity Name: Exact corporate name as filed

Legal Director Name: Full name matching ID

Title & Authority: Job title and delegation scope

Effective Date: MM/DD/YYYY format

Referenced Documents: Exhibit list or file names

Contact Details: Phone and official email

Key Risks if the Statement Is Incorrect

Regulatory Exposure: Fines or enforcement actions possible

Contract Invalidity: Counterparties may dispute authority

Civil Liability: Potential indemnity or damages claims

Reputational Harm: Loss of trust with stakeholders

Tax Consequences: Reporting errors can trigger penalties

Operational Delay: Transactions or filings may be paused

Common Preparation Errors to Avoid

Using informal language that leaves authority ambiguous, which increases risk in audits and litigation.
Failing to attach or reference supporting exhibits, making verification time-consuming for reviewers.
Mismatched names or titles between the statement and corporate records, which can void the certification.
Skipping internal review or failing to confirm delegated authority under corporate bylaws or board resolutions.

Step-by-Step: Drafting and Issuing a Legal Director Statement

Follow a concise sequential process to draft, review, sign, and store the statement for auditability and legal sufficiency.

01

Draft the Statement: State facts, authority, and referenced exhibits clearly.
02

Internal Review: Legal and compliance review for scope and accuracy.
03

Sign and Date: Legal director signs; include printed name and title.
04

Store and Distribute: Archive signed copy and share with required parties.

How to Configure an Online Workflow for the Statement

Set up an e-signature workflow that matches your internal review and approval steps to create an auditable trail.

Field	Configuration
Signer Order	Sequential or parallel routing
Authentication	Email link, SMS code, or higher
Attachments	Require PDF exhibits before signing
Retention	Auto-archive to records system

Typical eSubmission Flow for a Legal Director Statement

The online process mirrors the paper workflow but adds timestamping and an audit trail for each action.

Upload Document: Add the completed statement PDF and exhibits.
Place Fields: Add signature, date, and initial fields for signers.
Invite Signers: Send secure links or set required authentication.
Archive: Store signed package with audit trail.

Digital Signing and Integration Considerations

Confirm the eSignature platform supports required authentication, secure storage, and export formats before use.

File Formats: PDF and DOCX supported
Integrations: Salesforce, NetSuite, Microsoft 365
Security: TLS in transit, AES-256 at rest

Ensure the platform can produce an audit trail and archived copy that meets your corporate retention policy and any regulator requests.

Internal Deadlines and Typical Processing Times

Establish internal cutoffs to allow drafting, review, and signature before any filing or board meeting deadlines.

Initial Draft:

Prepare at least 14 days before filing or meeting

Legal Review:

Allow seven business days for full review

Final Sign-off:

Obtain signatures no later than three business days prior

Notarization Window:

Reserve two business days if notarization is required

Archival:

Archive immediately after signing and distribution

eSignature Vendor Pricing Comparison (signNow first)

Compare common pricing and capability dimensions for baseline planning when moving Legal Director Statements to an eSignature workflow.

	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	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Real-World Examples of Compliance-Oriented eSigning

Two examples illustrate how organizations use eSignature workflows to manage compliance-sensitive documents, including counsel certifications and authority statements.

Fertility Centers of Illinois

Company integrated eSign for clinical and legal forms to ensure compliance and speed.

The team needed secure audit trails for records.
The organization reported improved response times and consistent record retention across locations while maintaining required security controls and auditability.

BIS

Enterprise customer selected a solution with SOC 2 controls for legal attestations.

Compliance and auditability were decisive factors.
Using an auditable eSignature workflow helped centralize certifications, simplify reviews, and provide verifiable evidence during regulatory and internal audits.

Practical Tips for Clear, Enforceable Statements

Follow these practices to reduce legal risk and improve the statement's usefulness to auditors and counterparties.

Be Specific

Describe authority, facts, and exhibits precisely to avoid ambiguity or misinterpretation.

Document Authority

Attach or cite the corporate resolution, bylaw section, or delegation authority that empowers the signer.

Preserve Audit Trail

Use an eSignature platform that records timestamps, signer authentication, and access logs.

Maintain Originals

Keep signed copies in a secure records system with restricted access controls.

Frequently Asked Questions About Legal Director Statements

Answers to common questions about validity, signatures, notarization, and recordkeeping for Legal Director Statements.

Need help? Contact support

Are electronic signatures valid?
Yes. Under the ESIGN Act and state UETA laws, electronic signatures can be legally binding when intent, consent, attribution, and retention requirements are met. Ensure the chosen eSignature method captures an audit trail and, for consumer-facing records, any required disclosures.
When is notarization required?
Not all statements require notarization. Determine if the receiving authority or state law mandates notarization or witnesses; use remote online notarization where permitted and when identity proofing and audio-video recording requirements are satisfied.
What if the signer lacks delegated authority?
If the signer lacks authority, the statement may be invalid and transactions depending on it could be voidable. Verify board resolutions, bylaws, or power-of-attorney documents before issuance to confirm delegation.
How should supporting exhibits be handled?
Attach clear, dated copies of exhibits to the statement or reference exhibit filenames. Ensure attachments are included in the signed package and retained with the audit trail for later verification.
How long must we retain signed statements?
Retention depends on record type and regulator expectations. Follow federal minimums (for example, IRS records three years) and any industry-specific rules such as HIPAA six-year retention for health records.
Can a statement be amended or revoked?
Yes. Amendments should be executed with the same formalities as the original statement, clearly reference prior documents, and be archived with the original to preserve the document history and the audit trail.

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