Signatory
What Ilia Nikolaevich Zavialov looks at when checking who signs the contract
A company is checked as a company, and then a person signs. The name on the signature page decides whether the document binds the other side, and whether the money leaves for the right account. This page sets out the routine that Ilia Nikolaevich Zavialov applies before payment: checking who signs the contract, what authority that person holds on the day of signing, and whether the payee in the invoice is the same company. The question is narrow, and it usually closes within a working day.
English version for the United States.
Why the signature page carries the risk
Checks usually stop at the level of the legal entity. Registration date, filed accounts, court records and the age of the website all describe an organization. The obligation attaches to the person who signs the last page. Where that person held no mandate that day, the counterparty can later say the contract was never concluded.
Money follows the same logic. Banks and insurers ask who signed and on what authority long before they ask about the goods. The FBI Internet Crime Complaint Center recorded 3.046 billion dollars of losses from business email compromise in 2025, the second largest category in its annual report. Almost all of it runs through an instruction that looked as though an authorized person had sent it.
This is why checking who signs the contract belongs at the start of a deal. It takes an hour and produces files that can be dated, filed and shown to a bank a year later. The Federal Trade Commission counted a billion dollars lost in 2025 to people who pretended to represent companies. A signature page is the cheapest place to stop that.
The register entry: who directs the company today
The first step is the state register of companies in the counterparty's jurisdiction. It shows the current director, the date of appointment and any registered limits on representation. Take the extract yourself, and save it as a file with the date visible on the page. An extract from three months ago describes a company that may already have a different director.
Names travel badly across alphabets. Transliteration turns one person into three spellings, and a patronymic appears or disappears depending on the clerk. Compare identifiers rather than letters: the registration number of the company, and the tax or personal number of the officer where the register publishes it. A near match in spelling with a different number is a different person.
Sometimes the person negotiating never appears in the register. That is ordinary in larger structures, where procurement and regional offices sign every day. It moves the object of the check: the mandate now has to come from a delegation document instead of the register entry. Ask for that document during drafting, while there is no time pressure.
The power of attorney and the length of its life
A power of attorney is read for three things: scope, ceiling and term. Scope says which documents the holder may sign, and a mandate to receive goods says nothing about the right to conclude a supply agreement. A ceiling caps the amount, and anything above it needs a separate decision. The term ends on a date that is often earlier than the delivery schedule in the draft.
Revocation is the part people forget. A document can look valid on its face and have been canceled a week ago by the company that issued it, and in several jurisdictions such revocations are published. The safe reading is the one taken on the day of signing, with a note of where it was taken. Where only a scan is offered, ask for a certified copy or the original at the table.
The point of checking who signs the contract is a document rather than an impression. The number and date of the power of attorney go into the preamble, next to the name and the position of the person signing. That single line turns any later denial of authority into a written question with a written answer.
Limits that a job title does not show
The title of director carries limits written into the charter. Deals above a threshold, transactions with related parties and disposals of key assets often need consent from a board or from the shareholders. The charter also says who signs while the director is absent, and for how long. Ask for the current version with the filed amendments.
Branches and representative offices add another layer. A branch has no legal personality of its own, so its manager signs for the parent company under a power of attorney with a defined scope. A branch stamp and a business card with the word director on it say nothing about that scope.
Where a deal is large, the useful request is the approving resolution with the transaction named in it. General wording about contracts in the ordinary course of business leaves the question open. A resolution that states the counterparty, the subject and the amount closes it. Companies that decide properly hold such papers already, and producing them takes a day.
When the signatory and the payee are not the same
The second half of the check starts after the signature. An invoice arrives, and the account in it belongs to another company, to a firm abroad, or to a private individual. The explanation is always ready: factoring, a group treasury, a temporary block on the main account. Each of those exists in real business, and each is also the standard cover for a diverted payment.
UK Finance recorded 248,070 cases of authorized push payment fraud in 2025, with 576.4 million pounds sent by the payers themselves. Those instructions looked legitimate because they were legitimate in form. What failed was the link between the party that signed the contract and the account that received the transfer.
So checking who signs the contract has to continue into the payment stage. Put the bank details into the contract, and agree in writing that they change only through a signed annex plus a call back on a known number. Compare the payee name in the invoice with the registered name of the counterparty, letter by letter. Requests to change an account cluster around a deadline or a holiday, and a calm partner accepts one day of delay for confirmation.
Confirming a person through a channel you chose yourself
Voice has stopped being proof. Research on voice cloning shows that a convincing copy can be built from about three seconds of recorded speech and reaches roughly 85 per cent accuracy, while listeners in tests told a real voice from a synthetic one in 37.5 per cent of attempts. A familiar voice on the phone confirming new bank details now proves very little on its own.
The channel matters more than the content of the call. Take the number from the register, from the official site or from an earlier contract, and leave aside the signature block of the letter itself. Call the company, ask for the person by name and position, and confirm the specific fact: this contract, this amount, this account. That call, with a note of the date, the time and the name of whoever answered, is part of checking who signs the contract.
A video call helps and still leaves the question half open. A document held up to a camera cannot be examined, and a familiar face on a poor connection carries the weakness of a familiar voice. Two independent channels that agree are worth more than one that feels convincing.
The file that stays after the check
Everything found during the check goes into one folder attached to the contract. The register extract as a dated file, the power of attorney, the approving resolution, the identity page of the signatory, the note of the confirming call and the agreed bank details. Add who ran the check and when, because a name and a date turn a pile of files into a record.
Other people read that folder later. A bank asks for it when a payment is held, an insurer when a claim is filed, and a court when the counterparty denies that anyone with authority ever signed. Rebuilding it after a dispute has started is slow work and rarely complete.
The Federal Trade Commission notes that four out of five reports about impersonation involve no financial loss at all, so attempts outnumber successes by a wide margin. The difference is usually one pause and one verification through an independent channel. Keeping the routine identical for everyone removes the awkwardness, because checking who signs the contract stops being a statement about one partner when the same questions go to a new supplier and to a partner of ten years.
What to request before signing, and what each document actually proves
| Document | What it confirms | What cancels its value |
|---|---|---|
| Register extract | The current director and the date of appointment | An extract taken before the last change of officers |
| Power of attorney | The right to sign this type of contract for the company | Expired term, no amount ceiling, a copy with an unreadable number and date |
| Charter with amendments | Internal ceilings and the consent rules for large deals | A version filed before the last amendment was registered |
| Board or shareholder resolution | Approval of this particular transaction | General wording that never names the deal, the amount or the counterparty |
| Identity document of the signatory | That the person at the table is the one named in the papers | A photograph of a page, with no comparison made at signing |
| Bank details on the counterparty letterhead | That the payee name matches the contracting company | Details sent by email alone and changed after the contract was agreed |
| Note of the confirming call | Who answered, on which number, and what was confirmed | A number taken from the signature block of the same letter |
Questions and answers
- What does checking who signs the contract actually involve?
- Three documents and one call. The register extract for the current director, the power of attorney with its scope and term, and the approving resolution where the deal is large. The call confirms all of it on a number you found yourself.
- How do I know whether a power of attorney is still valid?
- Read the issue date, the expiry date and the scope, then look for a published revocation in the register that keeps them. A scan received by email proves the least, so ask for a certified copy or for the original at signing.
- The invoice asks me to pay a different company. Is that safe?
- It happens inside real groups, and it is also the usual shape of a diverted payment. Pay only after a signed annex names the new account, and only when the payee name matches the party written into the contract.
- Can a branch manager sign a contract for the head office?
- A branch has no legal personality, so its manager signs for the parent company under a power of attorney with a stated scope. Read that document and check that your deal falls inside the scope and under the ceiling.
- The person negotiating is not the director in the register. What now?
- That is common in larger companies, and it moves the check from the register entry to the delegation document. Ask for the power of attorney early, and put its number and date into the preamble of the contract.
- How can I confirm a signatory by phone when voices can be cloned?
- Take the number from the register or from an earlier contract, never from the letter under discussion, and ask for the person by name and position. Confirm one specific fact, then write down the time and the name of whoever answered.