Reconcile signing authority with the corporate records
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- For a Delaware corporation, list the directors named in the records, the quorum and vote clause in the certificate and bylaws, and whether a written consent of all directors is in the file. Write no board resolution and no signing page. 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
- Section 141(a) of the Delaware General Corporation Law says the business and affairs of every corporation organized under that chapter are managed by or under the direction of a board of directors, except as the chapter or the certificate of incorporation provides. Section 141(b) says each director is a natural person, and that a majority of the total number of directors is a quorum unless the certificate or bylaws require more. Unless the certificate provides otherwise, the bylaws may set a quorum no lower than one-third. Section 141(f) allows action without a meeting if all members consent in writing or by electronic transmission, unless the certificate or bylaws restrict that. Section 141 does not apply to a limited liability company. 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 / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.
Forms and precedents for this task
| Form or precedent | Kind | AI use | Summary |
|---|---|---|---|
| Private acquisition closing checklist (United States) | Checklist | AI use Yellow | Closing checklist for a US private stock or asset purchase: authority, Hart-Scott-Rodino, third-party consents, intellectual property, employees and funds flow. |
Signed-in accounts can read the full text of each one. All precedents.