Q: What signatures must be obtained on a standard form contract for purchase of personal services?
A: Standard form contracts require signature by an a authorized representative of the Contractor as well as approval and signature by the person with appropriate delegated signature authority for CSU. The signature of the Contractor must be on the contract before it is routed through the approval process within the University.
Contractor's Signature
Before the Contractor signs the document, the person initiating the contract for CSU must first ascertain the Contractor's type of business organization so that it can be determined who has the proper authority to sign on the Contractor's behalf. The possible types of business organizations, and the persons who may sign on behalf of each entity, are summarized as follows:
| Business Entity | Sole Proprietorship |
|---|---|
| Description | One-owner business, not incorporated nor registered as a Limited Liability Company. May be doing business under a tradename. |
| Signature Authority | The owner must sign in his or her own name and, if doing business under a tradename, indicate it, e.g.: Jane Q. Smith, dba Widget Repair Specialists. Employees such as a Sales Manager or Clerk may not sign for the owner. |
| Business Entity | General Partnership |
| Description | Business owned by two or more persons, not incorporated or registered as LLC nor LLP; all owners have liability for debts of the business. |
| Signature Authority | Any general partner may sign for the partnership; mere employees may not sign for the partners. E.g.: John Q. Jones, General Partner. |
| Business Entity | Limited Partnership |
| Description | Business owned by one or more general partners in common with one or more limited partners, who have no say in business management. |
| Signature Authority | General partner must sign; limited partners are not authorized. E.g.: Colorado Widget and Pipe, a Colorado Limited Partnership, by Jerry B. Brown, General Partner. |
| Business Entity | Limited Liability Company (LLC) or Limited Liability Partnership (LLP) |
| Description | Business owned and operated by one or more LLC/LLP members, sometimes called Managers. Similar to a Corporation. Name of company includes "LLC" or Ltd." |
| Signature Authority | Managers of the LLC may sign on behalf of the LLC. If all members have equal right to manage, any member may sign. Copy of the LLC's Articles of Organization may be required to establish proper signature authority. E.g.: Mountain States Vending, LLC, by: Hubert H. Hoskins, Manager, Authorized Representative. |
| Business Entity | Corporation |
| Description | Business is owned by shareholders, managed by officers and employees. |
| Signature Authority | Executive Officers (President and Vice-President) of the corporation are usually authorized to sign contracts binding the corp. Signature is required to be attested by corporation's Secretary, with corporate seal affixed to attestation. E.g.: ABC Corp., a Colorado Corporation, by: Jill Jones, President. Attest: Robert Brown, Secretary. |
| Business Entity | Corporation: variants |
| Description | Subsidiaries and parent companies, tradenames, etc. |
| Signature Authority | Same as above, but with caution as to which entity is entering into the contract,
and reflecting dba status. E.g.: National Plumbing Supply Co., a Delaware Corporation
dba Local Plumbing Service, by: Pip Tapper, President. Attest: F. Leakey, Secretary.
Or: Giganticware, Inc., a subsidiary of Massivetronics, a California Corporation, dba Tiny Software Co., by: P.C. Crasher, Regional Vice-President, Authorized Representative. Attest: R. Brown, Secretary. |
Notes:
- When in doubt as to the nature of the business organization or authority of the person signing, ask; for further assistance, please contact the Office of Contracting Services.
- For further information and assistance with insurance/risk management issues contact the Risk Management Office in the Department of Environmental Health Services.
Signature on Behalf of CSU
The Colorado Board of Governors has primary authority to execute contracts on behalf of the University, and has delegated that authority for specific kinds of contractual agreements to various persons within the University. These delegations are somewhat complex, and are set forth in detail in the Signature Delegation Memorandums.