Title 14, Chapter 2, Section 151
( 14-2-151)
(a) With respect to any contract, conveyance, or similar document
executed by or on behalf of a domestic or foreign corporation, the
presence of the corporate seal, or a facsimile thereof, attested by
the secretary or assistant secretary of the corporation, or other
officer to whom the bylaws or the directors have delegated the
responsibility for authenticating records of the corporation, shall
attest: (1) That the corporate seal or facsimile thereof affixed to the
document is in fact the seal of the corporation or a true
facsimile thereof, as the case may be; (2) That any officer of the corporation executing the document
does in fact occupy the official position indicated, that one in
such position is duly authorized to execute such document on
behalf of the corporation, and that the signature of such officer
subscribed thereto is genuine; and (3) That the execution of the document on behalf of the
corporation has been duly authorized. (b) With respect to any contract, conveyance, or similar document
executed by or on behalf of a domestic or foreign corporation,
execution by the president or vice-president of the corporation,
attested by the secretary or assistant secretary of the corporation
or other officer to whom the bylaws or the directors have delegated
the responsibility for authenticating records of the corporation,
shall attest: (1) That the person executing the document as president or
vice-president of the corporation does in fact occupy the official
position, that one in such position is duly authorized to execute
such document on behalf of the corporation, and that the signature
of such officers subscribed thereto is genuine; and (2) That the execution of the document on behalf of the
corporation has been duly authorized. (c) When the seal of a corporation or the facsimile thereof is
affixed to any document, or where a document is executed by the
president or a vice-president of a corporation, and in either case
is attested by the secretary or assistant secretary of that
corporation or other officer to whom the bylaws or the directors
have delegated the responsibility for authenticating records of the
corporation, a third party without knowledge or reason to know to
the contrary may rely on such document as being what it purports to
be. (d) The seal of the corporation may be affixed to any document
executed by the corporation, but the absence of the seal shall not
impair the validity of the document or of any action taken in
pursuance thereof or in reliance thereon. |