Can I Use a Power of Attorney to Sign Corporate or Trust Documents?
Very often we are asked to assist with a closing where the seller is a corporation, limited liability company (LLC), or Trust. However, the person who can sign on behalf of the entity is unavailable on the day of closing, so they ask us to prepare a Power of Attorney to sign the closing documents.
Unfortunately, a Power of Attorney will be ineffective to transfer the authority of a corporate officer, LLC authorized person, or trustee to sign on behalf of the entity. Florida Statutes, Chapter 709, deal with Powers of Attorney, which are inapplicable for:
- A proxy or other delegation to exercise voting rights or management rights with respect to an entity (709.2103(1));
- A power created by a person other than an individual (709.2103(4));
- A delegation of powers by a trustee in accordance with s. 736.0807 (709.2103(7)).
Thus, the question becomes, “If we can’t use a power of attorney, how do we get the closing docs signed when the authorized signor is unavailable?”
- A corporation can use a written Corporate Resolution to appoint someone to sign specific closing documents in connection with a specific property at closing;
- A limited liability company can use a written Company Resolution, similar to the corporate resolution referenced above;
- A Trust uses a Delegation of Trust Powers to sign specific closing documents in connection with a specific property at closing.
In each case, these documents act similarly to a Power of Attorney in that they allow the one appointed (the agent) to sign for the entity (the principal). Remember the general rule, an individual cannot assign away their corporate, company, or trustee authority with a power of attorney, but the entity can appoint someone else temporarily to exercise those powers on behalf of the entity.
For more information on powers of attorney, powers of appointment, or company resolutions, please subscribe to the Crushing Debt Podcast, on iTunes, Stitcher, and GooglePlay. If you prefer, please contact us to schedule a free initial consultation to discuss your options at 727-261-0224 or email me directly at firstname.lastname@example.org.
Shawn M. Yesner, Esq., is the host of the Crushing Debt Podcast and founder of Yesner Law, P.L., a Tampa-based boutique real estate and consumer law firm that helps clients eliminate the financial bullies in their lives. We assist clients with asset protection, the sale and purchase of real property, Chapter 7 liquidation, Chapter 13 reorganization, bankruptcy, foreclosure defense, debt settlement, landlord/tenant issues, short sales, loan modifications, and a general feeling that “everything is going to be okay” in Tampa, Westchase, Odessa, Oldsmar, Palm Harbor, Clearwater, Pinellas Park, Largo, St. Petersburg, and throughout the greater Tampa Bay area.