Is an electronic representation legally valid?

Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and state UETA statutes when they demonstrate intent to sign, consent to electronic records, attribution, and reliable record retention.

When does notarization become necessary?

Some states or recording authorities require notarization for certain documents or for recordation. Confirm state-specific requirements with the relevant recorder or notary statutes before choosing electronic-only execution.

Do witnesses need to sign the statement?

Witness requirements vary by jurisdiction and document type; wills and some powers of attorney commonly require witnesses. For transactional representations, witnesses are less common but follow local statutes when specified.

How can I correct a signed statement?

Corrections should be made by written amendment or restatement signed by the same parties; avoid hand-modifying executed originals. Circulate amended signed copies and retain both prior and revised records for audit.

How long must I retain executed copies?

Retention depends on law and industry: IRS-related records generally three years (IRC §6501(a)), HIPAA records six years (45 CFR §164.530(j)), and other regulators may require longer periods.

Who can sign for a company or entity?

An authorized officer or agent may sign. Obtain evidence of authority such as board resolution, corporate certificate, or power of attorney to reduce challenges to validity.

Electronic Signature
Templates
Legal
Legal Representations Statement

Legal Representations Statement

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LEGAL REPRESENTATIONS STATEMENT

This Legal Representations Statement (the "Statement") is made as of , by and between Representing Party Name: , with principal place of business at , and Recipient Party Name: , with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Representing Party possesses certain information, documents and assurances concerning its operations, financial condition, ownership, contracts and intellectual property that are material to the Recipient Party's evaluation of a potential or existing transaction or relationship between the Parties; and

WHEREAS, the Recipient Party has requested that the Representing Party deliver written representations and warranties regarding matters set forth in this Statement, and the Representing Party is willing to provide such representations and warranties as of the Effective Date specified above; and

WHEREAS, the Parties intend that the representations and warranties set forth herein be relied upon by the Recipient Party in connection with its decision-making and enforcement rights with respect to the transaction or relationship described in the preamble.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Statement, the following terms shall have the meanings set forth below. "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party. "Material Adverse Effect" means a material adverse effect on the business, results of operations, assets or prospects of the Representing Party, taken as a whole.

2. REPRESENTATIONS AND WARRANTIES

The Representing Party hereby represents and warrants to the Recipient Party, as of the Effective Date, that the statements in subsections 2.1 through 2.10 are true and correct in all material respects, except as set forth on the disclosure schedule delivered to the Recipient Party and described in Section 2.11.

2.1 Authority and Organization. The Representing Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to execute, deliver and perform this Statement. The execution and delivery of this Statement and the performance of its obligations hereunder have been duly authorized by all necessary action.

2.2 No Conflicts. The execution, delivery and performance of this Statement do not and will not (a) violate any organizational documents of the Representing Party, (b) violate any applicable law, order or regulation, or (c) result in the breach or default under any material contract, mortgage, pledge or other instrument to which the Representing Party is a party or by which any of its material assets are bound.

2.3 Financial Statements and Books. The books and records of the Representing Party have been maintained in accordance with sound business practices and, to the best of the Representing Party's knowledge, no material misstatements or omissions exist in any financial statements previously delivered to the Recipient Party. Any material liabilities of the Representing Party have been disclosed in writing to the Recipient Party.

2.4 Litigation. There is no action, suit, arbitration, claim or proceeding pending or, to the Representing Party's knowledge, threatened against or affecting the Representing Party that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect, except as disclosed in the disclosure schedule.

2.5 Compliance with Laws. The Representing Party is in material compliance with all applicable laws, rules and regulations applicable to its business and operations, including those relating to employment, environmental matters, data protection and export controls, except where failure to comply would not reasonably be expected to result in a Material Adverse Effect.

2.6 Intellectual Property. To the best of the Representing Party's knowledge, the Representing Party owns or has valid licenses to use all intellectual property necessary for the conduct of its business as presently conducted. There are no claims alleging infringement of third-party intellectual property rights with respect to products or services material to the Representing Party's business, except as set forth in the disclosure schedule.

2.7 Taxes. All material tax returns required to be filed by the Representing Party have been filed and all material taxes shown thereon to be due have been paid, other than taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with generally accepted accounting principles.

2.8 Accuracy of Information. All written information and documents concerning the Representing Party delivered to the Recipient Party in connection with the matters contemplated by this Statement are, to the best of the Representing Party's knowledge, true, complete and accurate in all material respects as of the date delivered; provided that the Representing Party does not represent that projections or forward-looking statements will be achieved.

2.9 Solvency. After giving effect to the transactions and liabilities contemplated by this Statement, the Representing Party will be solvent and able to pay its debts as they mature.

2.10 Material Agreements. All material contracts, agreements and commitments to which the Representing Party is a party have been listed in the disclosure schedule or otherwise provided in writing to the Recipient Party and are in full force and effect, subject only to immaterial defaults.

3. DISCLOSURES

Disclosure Schedule and Exceptions

4. INDEMNIFICATION

The Representing Party shall indemnify, defend and hold harmless the Recipient Party and its Affiliates and their respective officers, directors, employees and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations and warranties set forth in Section 2. The indemnification obligations set forth in this Section 4 shall survive discovery of facts giving rise to a claim and shall be the Recipient Party's exclusive remedy with respect to breaches of the representations and warranties, subject to any limitations set forth in this Statement.

5. LIMITATION OF LIABILITY

Except as otherwise expressly provided in this Statement, in no event shall either Party be liable for punitive, special, incidental, indirect or consequential damages, except for liability arising from fraud, willful misconduct or gross negligence. The Parties acknowledge that the limitations set forth in this Section 5 are an integral part of the allocation of risk between the Parties.

6. SURVIVAL

All representations, warranties and covenants contained in this Statement shall survive the Effective Date and any consummation of the transaction or relationship contemplated by the Parties for a period of from the Effective Date; provided, however, that representations and warranties relating to title, authority and fraud shall survive indefinitely.

7. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may specify by notice to the other Party.

Representing Party Notice Address Recipient Party Notice Address

8. AMENDMENTS; WAIVER

No amendment or modification of this Statement shall be effective unless in writing and signed by both Parties. No failure or delay by any Party in exercising any right under this Statement shall operate as a waiver of such right, nor shall any single exercise preclude further exercise of that right.

9. COUNTERPARTS

This Statement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. Facsimile or electronically transmitted signatures shall be binding for all purposes.

10. GOVERNING LAW

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to principles of conflicts of law.

Governing Law State/Jurisdiction

11. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Statement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the Parties shall endeavor in good faith to replace such invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest extent possible, the Parties' original intent.

12. MISCELLANEOUS

The Parties agree to execute and deliver such further instruments and take such further action as may be reasonably necessary to carry out the purposes of this Statement. Headings are for convenience of reference only and shall not affect interpretation.

Representing Party:

By:

Date:

Recipient Party:

By:

Date:

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

A Legal Representations Statement documents factual assertions and legal commitments that a party makes when entering a contract or transaction. Typical content covers authority to sign, existence and good standing of an entity, ownership of assets or intellectual property, compliance with applicable laws, and absence of litigation or undisclosed liabilities. The statement provides a written basis for counterparties to rely on specific facts during due diligence, helps allocate risk, and creates an auditable record for enforcement or dispute resolution under U.S. electronic signature laws such as ESIGN and state UETA statutes.

Why Parties Include a Legal Representations Statement

A clear representations statement reduces ambiguity about material facts, supports contractual reliance, speeds due diligence, and provides grounds for remedies or indemnities if statements prove incorrect. It also centralizes disclosures that counterparties, lenders, and insurers commonly require before closing.

Who Prepares and Signs These Statements

Organizations and their legal, finance, and compliance teams prepare or request Legal Representations Statements for transactions that hinge on factual assertions and liability allocation.

Corporate officers and authorized signatories with authority to bind the company in contractual commitments.
Outside counsel and in-house lawyers drafting or reviewing representations, warranties, and disclosure schedules.
Buyers, lenders, and counterparties relying on factual assertions during due diligence and closing.

Confirm each signer’s authority and whether execution requires witnesses or notarization in the applicable jurisdiction before routing for signature.

Core Sections Found in a Professional Legal Representations Statement

A complete statement groups identification, authority, factual assertions, exceptions, remedies, and execution details into a single, auditable record that counterparty counsel and risk teams can review quickly.

Identity

Identify each party by full legal name, formation jurisdiction, and entity type (e.g., LLC, Inc.). Precise identification links the representations to charter records and prevents ambiguity during enforcement or regulatory review.

Authority

State the signer’s role and attach evidence of authority such as board resolutions or power-of-attorney documents. Clear authority language reduces later challenges about who could lawfully bind the organization.

Factual Representations

List concrete assertions—ownership of assets, absence of liens, compliance with laws, and the status of material contracts. Prefer measurable, verifiable statements over subjective or vague wording.

Exceptions & Qualifications

Disclose known exceptions, pending liabilities, or carve-outs. Defined qualifications and materiality thresholds help limit exposure while maintaining transparency during diligence.

Remedies and Indemnities

Specify remedies, indemnity obligations, limits on liability, and how breaches of representations will be remedied or resolved, aligning these terms with escrow, insurance, and closing mechanics.

Execution Details

Include signature blocks, date fields, notarization or witness lines if required, and electronic consent language so the executed record meets ESIGN/UETA evidentiary standards.

Step-by-Step: Prepare and Execute a Legal Representations Statement

Follow these sequential steps to complete, verify, and execute a Legal Representations Statement accurately and preserve supporting documentation for the transaction file.

01

Prepare: Gather entity documents, contracts, and supporting exhibits.
02

Populate: Complete fields with exact names, dates, and amounts.
03

Verify: Confirm signer authority and corroborate material facts.
04

Execute: Sign, capture audit trail, and notarize if jurisdiction requires.

How Completed Statements Are Routed and Stored

Typical routing moves the completed statement through internal review, counterparty signing, filing with closing documents, and long-term storage in the record system.

Internal Routing: Deliver to legal, finance, and compliance for review and countersignature.
Counterparty Delivery: Send to buyer, lender, or counterparties for signature and confirmation.
Filing: Attach to the closing binder or regulatory submission as required.
Recordkeeping: Store the final executed copy in the document management system with access controls.

Configuring an Online Template and Routing Workflow

Template fields, signer order, authentication, and notifications should be defined to match your review and retention policies for Legal Representations Statements.

Field	Configuration
Template Name	Use a standardized template labeled for transaction type
Signer Order	Define sequential or parallel signing based on roles
Authentication	Select email, SMS code, KBA, or SSO per risk level
Notifications	Enable reminders and completion alerts for outstanding signers

Technical Considerations for Electronic Completion

Electronic completion requires secure PDF or DOCX formats, robust signer authentication, and a retained, tamper-evident audit trail that reproduces the executed record.

Formats: PDF, DOCX, XLSX supported
Integrations: Salesforce, NetSuite, Google Workspace
Auth Options: Email, SMS code, KBA, SSO

Security and Compliance Features to Verify

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest

Certifications: SOC 2 Type II, ISO 27001

Privacy: GDPR and CCPA-compliant controls

HIPAA: Business Associate Agreement available when required

Audit Trail: Timestamps, IP addresses, and signer actions recorded

Access Control: SSO, role-based permissions and session timeouts

Key Penalties and Legal Risks to Avoid

Misrepresentation: Rescission, damages, indemnity claims

Fraud Liability: Civil and criminal exposure possible

Tax Penalties: IRC §6721 penalties apply

I-9 Violations: 8 CFR §274a.2 enforcement risk

Notary Errors: Invalid acknowledgment and recording challenges

Contractual Remedies: Breach triggers remedies and insurance claims

Common Preparation Errors to Avoid

Using inconsistent party names causes TIN mismatches, failed diligence checks, or unenforceable promises; always match names to charters and government IDs.
Ambiguous qualifiers like 'to the best of knowledge' without defined scope invite disputes over the intended range of the representation and discoverable facts.
Failing to verify signer authority before execution can invalidate the representation and delay closings; request corporate resolutions or powers of attorney when needed.
Skipping notarization or witness steps in jurisdictions requiring them risks rejection by registries or courts and can obstruct post-closing recordation.

How Organizations Use Legal Representations Statements in Practice

The following examples show practical ways statements reduce friction and create verifiable records during transactions across industries.

Optica Ventures — COO

Optica Ventures standardized disclosure statements across investment deals to reduce repetitive requests during diligence and close faster.

Interface proved easy for external parties.
COO Brian Fitzgibbons noted that consistency improved review speed, reduced back-and-forth queries, and produced a clear, auditable record that supported closing decisions without repeated manual follow-up.

BIS — CEO

BIS moved representation forms online to capture audit trails and reduce execution time across client engagements.

SOC 2 compliance aided confidence.
CEO Dan Rotelli reported greater comfort relying on certified systems that preserved ESIGN/UETA compliance and detailed history, which decreased disputes over who made or relied on specific assertions.

Representative eSignature Pricing and Feature Comparison

Comparison of starting prices, trial availability, bulk-send capability, audit trails, HIPAA compliance, and envelope caps across common vendors; signNow is listed first in the header per sourcing guidance.

	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	Yes, 7-day 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

Timing Expectations When Delivering Statements in Transactions

Common timing signals for preparing, reviewing, and finalizing Legal Representations Statements in transactional workflows and closings.

Initial Request:

Provide when counterparty requests due diligence materials

Pre-Closing Delivery:

Typically provided prior to final closing or funding

Review Window:

Allow 3–5 business days for counterparty review

Post-Closing Retention:

Archive executed copies according to retention policy

Amendments:

Circulate revised signed copies promptly after changes

Frequently Asked Questions and Practical Answers

Answers to common questions about electronic validity, notarization, corrections, signer authority, and retention for Legal Representations Statements in the United States.

Need help? Contact support

Is an electronic representation legally valid?
Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and state UETA statutes when they demonstrate intent to sign, consent to electronic records, attribution, and reliable record retention.
When does notarization become necessary?
Some states or recording authorities require notarization for certain documents or for recordation. Confirm state-specific requirements with the relevant recorder or notary statutes before choosing electronic-only execution.
Do witnesses need to sign the statement?
Witness requirements vary by jurisdiction and document type; wills and some powers of attorney commonly require witnesses. For transactional representations, witnesses are less common but follow local statutes when specified.
How can I correct a signed statement?
Corrections should be made by written amendment or restatement signed by the same parties; avoid hand-modifying executed originals. Circulate amended signed copies and retain both prior and revised records for audit.
How long must I retain executed copies?
Retention depends on law and industry: IRS-related records generally three years (IRC §6501(a)), HIPAA records six years (45 CFR §164.530(j)), and other regulators may require longer periods.
Who can sign for a company or entity?
An authorized officer or agent may sign. Obtain evidence of authority such as board resolution, corporate certificate, or power of attorney to reduce challenges to validity.

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