---
title: O.C.G.A. § 11-3-402. Signature by representative.
collection: code
id: 11-3-402
cite_as: O.C.G.A. § 11-3-402 (2025)
canonical_url: https://georgiacommons.org/code/11-3-402
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source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t11-(v9)-2022-pdf.pdf?sfvrsn=b5451bbd_0#page=415
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: COMMERCIAL CODE / NEGOTIABLE INSTRUMENTS / LIABILITY OF PARTIES
---

# O.C.G.A. § 11-3-402. Signature by representative.

(a) If a person acting or purporting to act as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented person would be bound if the signature were on a simple contract. If the represented person is bound, the signature of the representative is the “authorized signature of the represented person” and the represented person is liable on the instrument, whether or not identified in the instrument.

(b) If a representative signs the name of the representative to an instrument and the signature is an authorized signature of the represented person, the following rules apply:

(1) If the form of the signature shows unambiguously that the signature is made on behalf of the represented person who is identified in the instrument, the representative is not liable on the instrument; and

(2) Subject to subsection (c) of this Code section, if the form of the signature does not show unambiguously that the signature is made in a representative capacity or the represented person is not identified in the instrument, the representative is liable on the instrument to a holder in due course that took the instrument without notice that the representative was not intended to be liable on the instrument. With respect to any other person, the representative is liable on the instrument unless the representative proves that the original parties did not intend the representative to be liable on the instrument.

(c) If a representative signs the name of the representative as drawer of a check without indication of the representative status and the check is payable from an account of the represented person who is identified on the check, the signer is not liable on the check if the signature is an authorized signature of the represented person.

## History

Code 1981, § 11-3-402, enacted by Ga. L. 1996, p. 1306, § 3.

## Cross References

Liability of person signing instrument as agent or fiduciary, § 10-6-86.

## Law Reviews

For article discussing parol evidence in the law of commercial paper, see 13 Ga. L. Rev. 53 (1978).

For annual survey article on commercial law, see 50 Mercer L. Rev. 193 (1998).

For article, “Commercial Law,” see 53 Mercer L. Rev. 153 (2001).