---
title: "Build the signing and authority pack for a corporation"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/build-the-signing-and-authority-pack-for-a-corporate-execution/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-X20260927-7-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Build the signing and authority pack for a corporation

> Assemble the bylaw clauses on officers, any board resolution appointing officers, and the list of offices the client gives, and flag a missing bylaw clause or a missing resolution.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/build-the-signing-and-authority-pack-for-a-corporate-execution/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Assemble the bylaw clauses on officers, any board resolution appointing officers, and the list of offices the client gives, and flag a missing bylaw clause or a missing resolution. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation. |
| What the lawyer must review | Delaware General Corporation Law § 142: every corporation shall have the officers, with the titles and duties, stated in the bylaws or in a board resolution that is not inconsistent with the bylaws, and as are necessary to enable it to sign instruments and stock certificates which comply with §§ 103(a)(2) and 158. One officer records the proceedings of stockholder and director meetings. Any number of offices may be held by the same person unless the certificate of incorporation or the bylaws otherwise provide. You open §§ 103(a)(2) and 158 before a certificate about stock or a filed instrument is signed. You decide who has authority. Model Rule 1.6: do not put the bylaws into a public tool. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation. |
| Written for | United States |
| Applies to | [Build the signing and authority pack for a corporate execution](https://ailawframework.com/practice/commercial-and-corporate-advisory/build-the-signing-and-authority-pack-for-a-corporate-execution.md) |

## Checking plan

- What the AI does: Assemble the bylaw clauses on officers, any board resolution appointing officers, and the list of offices the client gives, and flag a missing bylaw clause or a missing resolution. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Sections 103(a)(2) and 158 are named in § 142. Open them before a stock certificate or a filed instrument is signed.
- A failure to elect officers does not, under § 142, dissolve the corporation. Do not treat a vacancy as ending authority until you have read the bylaws.
- State law governs; confirm the governing state before relying on this.

## Sources

- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter IV](https://delcode.delaware.gov/title8/c001/sc04/) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Delaware board action by unanimous written consent](https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-board-written-consent.md) | Other | Yellow | Unanimous written consent for the board of a Delaware corporation, under DGCL § 141(f). Every director, or every member of the committee, must consent. The certificate and bylaws are read first. |
| [Corporate guarantee and indemnity: board approval, corporate benefit record and execution checklist](https://ailawframework.com/precedents/commercial-and-corporate-advisory/corporate-guarantee-indemnity-approval-pack.md) | Checklist | Yellow | Pack for a company giving a guarantee and indemnity for another group company or a third party: corporate benefit analysis, solvency check, interests, board resolution, deed execution under s 127… |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*