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.
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.
Here are some helpful tips for using a limited POA granting a filer authority to sign documents on behalf of your company:
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.
An addendum can be attached to list multiple entities governed by the same authorized signer under the terms of the limited POA.
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 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.
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.
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.
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.
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.
A series LLC allows a company to create distinct vehicles for managing different assets, while eliminating the administrative obligations that come with maintaining separate LLC companies.
Under Delaware law, an LLC can create separate series that can have separate members and managers, maintain separate assets and pursue separate business purposes and objectives from the LLC that created them (the master LLC) and other series of the LLC. To read more, refer to our article, Delaware Series LLC: Understanding Registered Series LLCs.
Entity governance is a system of rules, practices and processes by which a company is directed and controlled. This important practice involves balancing the interests of a company's many stakeholders, such as directors, shareholders, customers, government and the community. The high-level goal of entity governance is to ensure accountability, fairness and transparency in a company's relationships with all of its stakeholders. If you’d like to read more, head on over to our article, Business Entity Governance: An Overview.
To learn more about this topic, read our article, Updating the Public Record: The Importance of Post-Merger Cleanup.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.