Key Takeaways

  • “Duly signed” means a document is executed following all required legal formalities, including proper authorization, witnesses, and notarization.
  • The use of the term “duly” can be redundant when paired with verbs that already imply legal sufficiency, such as “signed” or “authorized.”
  • Powers of attorney must align with corporate rules to allow valid execution of documents; general powers offer more flexibility than limited ones.
  • Fraud risks make notarization and witnessing important in validating signatures made under a power of attorney.
  • For corporate documents, bylaws and board approval may be necessary to ensure that documents are duly executed.

“Duly executed” is a phrase used to summarily state that all the relevant, legal, formal requirements involved in the signing of a binding agreement are complete. Some examples of such requirements are:

  • Signatures.
  • Witnesses.
  • Publication of notice.
  • Anti-fraud protection by the Notary Public.

Some examples of documents referred to as duly executed are:

  • Deeds.
  • Wills.
  • Governmental enactments.
  • Contracts (generally).

A Look at “Duly”

As defined by Black's Law Dictionary, “duly” is an adverb that means “In a proper manner; according to legal requirements.” But often, the verb phrase or verb that “duly” modifies includes the idea of “in a proper manner,” which makes duly a needless repetition in some documented, legal expressions. For instance, if a document reads, “The implementation and delivery by such entity of this contract have been duly authorized by every relevant corporate proceeding,” using the word “duly” becomes unnecessary repetition because if something receives authorization, it was properly granted consent. If the proper procedures weren't duly followed, there would have been no authorization. 

Another example where the use of “duly” is an unnecessary repetition would be in the phrase “duly signed.” A third example is as follows: “Notices and every other form of communication defined as acceptable in this contract are duly given when sent via a registered mail with a requested return receipt, prepaid postage, and addressed to the concerned addresses provided.” In this example, the use of “duly” is unnecessary repetition because what's needed to provide notice or communicate information in the contract is specifically stated. That means all notices that satisfy the stated requirements are properly (or duly) given.

Examples of “Duly Signed” in Practice

In legal and business settings, a document is considered "duly signed" when all procedural and formal elements necessary for legal effectiveness are properly completed. Examples include:

  • A declaration certificate signed by a company’s Chief Financial Officer or another authorized individual.
  • A shareholder agreement signed by all relevant parties with required witness or notary presence.
  • An employment contract that includes all mandatory clauses and is executed with both parties' valid signatures.

A key factor is the authority of the person signing. For instance, a declaration of local content must be signed by a senior manager or someone nominated in writing by the Chief Executive to be considered “duly signed” under procurement regulations.

Power of Attorney

A power of attorney is a legal document that grants one entity the authority to legally stand for another. When one gives somebody a power of attorney, any agreement they sign on the authorizer's behalf will be duly executed and is legally valid. But in some situations, you aren't allowed to sign a corporate agreement through a power of attorney. Whether the authorized person (also referred to as an “attorney in fact”) can sign a corporate document on one's behalf or not depends on the kind of power of attorney one chooses to authorize.

Kinds of Power of Attorney

A limited power of attorney gives consent to only sign particular documents for a restricted time frame. Furthermore, one's attorney in fact can't sign any corporate document with a limited power of attorney except the document is particularly given legal consent in the parties' agreement of limited power of attorney. 

However, when an attorney in fact has a general power of attorney, they have a broad authorization to stand for another entity and can sign corporate documents for them. The right to form and implement contracts has security by law, but no one party to the contract has a greater level of legal protection than the other.

Therefore, one party may support the signing of legal, contractual documents with the power of attorney while the other party may not accept, which renders the contract non-executable. However, it's possible for one party to take legal action to compel the other party to agree to the use of power of attorney, depending on the kind of power of attorney agreement they have. 

When “Duly Signed” Becomes Legally Disputed

Disputes over whether a document was “duly signed” often arise in cases where:

  • A signer lacked the authority to bind the entity.
  • A power of attorney was expired or improperly executed.
  • The signature was not witnessed or notarized when required.

Such disputes may render the document void or unenforceable. Courts often examine whether legal formalities—including proper identification, intent, and compliance with internal corporate procedures—were followed. If not, the document may be deemed invalid even if physically signed.

The Risk of Fraud and Precautions

A major concern when an attorney in fact signs an agreement for another entity is the risk of fraud. As a result, a valid power of attorney signing should have one other person, at least, to serve as a witness, and also signed by a notary. Also, the other entity to the agreement may request to have a word with the entity authorizing a power of attorney to confirm the authorization. Authorizing a power of attorney requires caution because if someone fraudulently signs an agreement on behalf of another, it could result in a wasteful lawsuit. 

Besides, there's no certainty that the fraud will stop the contract from being implemented. Therefore, certain corporate documents cannot be signed by any particular entity or authorized by any single owner. Parties should go over their articles of incorporation and bylaws for pointers. Requesting permission from a board to grant an attorney in fact to sign contract documents on their behalf, or the agreement may require the signatures of several directors of the company. Duly executing a document can't happen without it.

Compliance Tips to Ensure a Document Is Duly Signed

To help ensure that a document is "duly signed," individuals and organizations should:

  • Verify Signatory Authority: Ensure the signer is legally empowered to act on behalf of the business or party.
  • Check Execution Requirements: Some documents require witnesses, notarization, or both.
  • Review Governing Documents: Articles of incorporation or bylaws often outline who may sign on behalf of a company.
  • Maintain Clear Records: Keep evidence of the signing process, including power of attorney documents and board resolutions if applicable.
  • Use Trusted E-signature Platforms: Digital signing solutions like SignNow or DocuSign provide authentication features that help satisfy legal formalities.

Proper diligence and documentation prevent delays, disputes, and potential lawsuits over the validity of signed agreements.

Frequently Asked Questions

  1. What does “duly signed” mean in legal terms?
    It means a document was signed in accordance with all applicable legal formalities, including proper authority, witness requirements, and, when needed, notarization.
  2. Can a document be valid if not notarized?
    Yes, but notarization may be required for specific types of contracts, such as deeds, or for added protection against fraud.
  3. Is “duly signed” the same as “legally binding”?
    Not exactly. A “duly signed” document is properly executed, which is one condition for it to be legally binding, but it must also meet requirements like mutual consent and lawful purpose.
  4. Can a power of attorney sign contracts for a corporation?
    Only if the power of attorney is valid and allows for such action, and corporate bylaws or board resolutions don’t restrict it.
  5. Why is “duly” sometimes considered redundant in contracts?
    Because many verbs it modifies—like “authorized” or “signed”—already imply that legal requirements were followed, making “duly” unnecessary in some contexts.

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