---
title: O.C.G.A. § 14-3-845. Authority of officer to sign documents; validity of document.
collection: code
id: 14-3-845
cite_as: O.C.G.A. § 14-3-845 (2025)
canonical_url: https://georgiacommons.org/code/14-3-845
md_url: https://georgiacommons.org/code/14-3-845.md
text_url: https://georgiacommons.org/code/14-3-845/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-pdf.pdf?sfvrsn=82868bd8_0#page=125
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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index: https://georgiacommons.org/code/index.md
version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / NONPROFIT CORPORATIONS / DIRECTORS AND OFFICERS / OFFICERS
---

# O.C.G.A. § 14-3-845. Authority of officer to sign documents; validity of document.

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument, provided that it is signed by any two officers in category 1 below or by one officer in category 1 below and one officer in category 2 below. Categories shall be as follows:

(1) Category 1 shall consist of the presiding officer of the board and the chief executive officer; and

(2) Category 2 shall consist of a vice president, the secretary, the chief financial officer, and any other officer delineated in the articles or bylaws.

The absence of the signature of such persons from a document shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.

## History

Code 1981, § 14-3-845, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

## Amendments

The 2023 amendment, effective July 1, 2023, substituted “instrument, provided that it is signed” for “instrument if it is signed” in the first sentence of the introductory language, substituted “the chief executive officer” for “the president” in paragraph (1), and substituted “the chief financial officer, and any other officer delineated in the articles or bylaws” for “the treasurer and the executive director” in paragraph (2).