The person you deal with may not be the one who signs for the company
Once the price and the scope of work have been settled in negotiations, there is still one more question to answer before arranging the signing: which legal entity are you contracting with, and who will sign on its behalf? The coordinator, the sales staff, the shareholders and the directors may be different people, so the job title on a business card should not be treated as settling the question of signing authority.
The points below are a guide to organizing information for a lawyer to review. They are not a determination of whether a contract that has already been signed is effective or not. If you have already signed and then find that a name or the authority does not match, keep the documents exactly as they are and seek advice; do not change dates or add wording after the fact yourself.
Start by making sure the contracting party's name matches in every document
Compare the company name and the legal entity's registration number in the draft contract, the quotation and the documents you have been sent. If several companies use the same brand name, ask which company takes on the obligations under the contract. Branch names, shop names or the name of a group of companies should be kept separate from the name of the legal entity stated as the contracting party.
A hypothetical example: the quotation is issued by one company, but the draft contract names another company in the same group. Ask for an explanation and supporting documents first, rather than concluding on your own that because the companies have common owners they can stand in for each other in every case. Have a lawyer review this discrepancy together with the terms on payment and delivery of the work.
Distinguish the company affidavit from copies of registration documents
The Department of Business Development (DBD) keeps its service for company affidavits, which certify a company's current registered particulars, separate from its service for copies of documents that were previously registered or submitted, such as incorporation documents and lists of shareholders. So state clearly what you need to check, rather than calling every type of document a company affidavit.
Keep the complete file with every page, together with the date of issue and where you obtained it, so that the reviewer can look at the entries concerning the persons with authority and the signing conditions. If the information is old, or there was a change of directors during the negotiations, ask which additional documents you should request, rather than applying, out of habit, a fixed age limit on documents to every transaction.
Read the signing conditions in full, not just the list of names
Once you have the documents, make a list of questions: how many people must sign, who signs together with whom, and whether there are any conditions concerning the company seal or other restrictions. Then compare the answers with the signature blocks in the draft contract. If the wording is unclear, have a lawyer interpret it from the full document.
Do not assume that affixing the company seal alone answers the question of authority, or that every director can always sign alone. For transactions that involve internal approval procedures or specific documents, tell the reviewer the type of work and the amount involved so that they can consider whether any resolutions or other supporting documents also need to be examined.
If someone acts under a power of attorney, link the documents in sequence
If the signatory is not a person who meets the conditions in the documents you have received, ask for the evidence relied on for their authority to act on the company's behalf, such as a power of attorney, together with details of the person granting the authority, the person receiving it, the scope of work and the period stated. Check whether it covers the contract that is to be signed or only liaising and sending or receiving documents.
Have a lawyer check both where the authority originates and the scope passed on from it, as well as any additional conditions or documents the case may require. Do not use a power of attorney from an earlier job for a new one just because the name of the person receiving the authority is the same, and do not automatically treat a photo of a signature sent in chat messages as complete evidence.
Put together the final set before the signing appointment
Gather the version of the draft contract that will actually be used, the contracting party's documents, the list of signatories and the relevant authority documents into one set, and note the points still awaiting an answer. If the signatory changes or the terms are amended after the review, tell the reviewer again instead of applying the earlier review results to the new information.
B Law Firm offers contract drafting and review services, as published on its website. Sending complete information about the contracting party and the signing authority from the start helps the review focus on the issues that matter for the work, but it does not replace checking the contracting party's standing, its ability to pay its debts, or other business aspects of that party.
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