What this is: If you’ve ever prepared and filed a large number of documents on behalf of your company with the Secretary of State, chances are you’ve wished that there was a way to avoid all the various required signatures. Fortunately, there may be a tool that can help streamline the process: The limited Power of Attorney (POA).
What this means: Using a limited POA can streamline your document filing process, saving you time and hassle. However, it’s important to be aware of the specific requirements and limitations in your state to ensure the process goes smoothly.
Why Use a Limited Power of Attorney?
A limited Power of Attorney provides the authority for the filer to sign documents as if he or she were the required authorized signer, be it officers for corporations, members or managers for LLCs or general partners for limited partnerships.
One of the most significant advantages of using a limited POA is the time it saves. Instead of chasing down multiple signatories for each document, a single authorized person can handle it all.
Generally speaking, a limited POA is best used for larger filing projects (e.g., a Change of Agent filing) where a project is expected to be completed within a specific time period.
Tips for Using a Limited Power of Attorney
Here are some helpful tips for using a limited POA granting a filer authority to sign documents on behalf of your company:
1. Ensure Proper Authorization and Notarization
The limited POA document must be signed by an authorized person on behalf of the company and it must be notarized in accordance with each jurisdiction’s specific requirements.
2. Attach an Addendum for Multiple Entities
An addendum can be attached to list multiple entities governed by the same authorized signer under the terms of the limited POA.
3. Check State-Specific Requirements
Many states may only require the signature of an “authorized person,” but other jurisdictions may require an individual who holds the title of Member or Manager. In fact, a few states will even require that the signer must be an Officer, Member/Manager or General Partner already on record with the state.
If you’d like to work with a team that can handle your corporate filings, corporate dissolutions and more, head on over to our Corporate Services page.
4. Complete Separate Limited POAs for Different Signers
If multiple people will be signing a POA on behalf of an entity (or a number of entities), it may be a good idea to complete a separate limited POA for each signer. This way, in the event one of the signers is no longer associated with those entities and his or her POA needs to be executed again, the other signers will not need to sign and notarize new POAs as well.
5. List Managing Companies as Authorized Parties
If the authorized party for a company is another company, this managing company should be listed as the authorized party on the limited POA, and the individual authorized party should sign on behalf of that managing company.
6. Include a Copy of the Limited POA With Your Filing
Several states may require that a copy of the limited POA be included along with your filing. Depending on the jurisdiction, documents may be rejected for lack of supporting documentation showing that the filer has been granted authority to act on someone else’s behalf.
7. Be Aware of States That Don’t Accept POAs for Certain Filings
Some states don’t accept a POA for certain purposes or impose more stringent requirements for their use. For example, certain legal acts in North Carolina cannot be accomplished by using a power of attorney. Other jurisdictions may not accept an addendum listing the entities granting power and will instead require a separate POA for each entity.
Simplify Your Filing Process
When used properly, a limited POA can be a great time saver, depending on the filing jurisdiction! It can streamline your document filing process, making it easier and more efficient.
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This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
