---
title: "Reconcile signing authority with the corporate records"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/reconcile-company-authorities-for-the-signing-pack/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-P20260916-2-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Reconcile signing authority with the corporate records

> 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.…

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/reconcile-company-authorities-for-the-signing-pack/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Mergers & Acquisitions / Private Equity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Reconcile company authorities for the signing pack](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/reconcile-company-authorities-for-the-signing-pack.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Use this only for a Delaware corporation. Another state's statute was not opened.
- A committee's authority depends on the resolution or bylaws. Section 141(c)(2) governs corporations incorporated on or after 1 July 1996, and a committee under that paragraph cannot approve or recommend to stockholders an action the chapter requires stockholders to approve, other than election or removal of directors, and cannot adopt, amend, or repeal bylaws.
- State law governs; confirm the governing state before relying on this.

## Sources

- [Delaware General Corporation Law, Subchapter IV, section 141](https://delcode.delaware.gov/title8/c001/sc04/index.html) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (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 |
| --- | --- | --- | --- |
| [Private acquisition closing checklist (United States)](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/us-closing-checklist.md) | Checklist | Yellow | Closing checklist for a US private stock or asset purchase: authority, Hart-Scott-Rodino, third-party consents, intellectual property, employees and funds flow. It tracks conditions.… |
| [Directors' circulating resolution approving a share sale](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/directors-circulating-resolution-share-sale.md) | Other | Yellow | A circulating resolution for the directors of a proprietary company to approve entry into a share sale, and a short form for a sole director. It does not itself sign the sale agreement. |

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.*