A signature block in business formation refers to the section at the bottom of a legal document where the signer's name, title, and signature confirm who's agreeing to the terms above. The signature block shows up on many important documents for startups: the certificate of incorporation, stock purchase agreements, board consents, and financing paperwork all rely on this section to establish who's bound and in what capacity. Getting it wrong leads to ambiguity about who agreed to what, which can delay a closing or create complications if a dispute arises.

Below, we'll explain what constitutes a proper signature block, how signing personally differs from signing on behalf of a company, and what these blocks look like across common startup documents.

Key takeaways

• A signature block should have a printed name, signature line, and date as well as a title and entity name (if the signer is representing a business).

• Signing personally exposes an individual to liability. Signing "By:" on behalf of a company shifts that obligation to the entity, provided the signer has authority.

• Small errors such as missing titles, mismatched entity names, and unsigned counterparts can delay closings and create legal complications.

What is a signature block?

A signature block identifies who's signing a contract or other legal document and typically states what capacity they're signing in and when. These details establish a record of who's bound by the document. Missing elements can cause problems: for example, a missing title, a mismatched entity name, or an unclear capacity can leave a counterparty wondering whether the person who signed had the authority to sign.

What are the elements of a proper signature block?

A proper signature block identifies who's signing and in what capacity. It should include these core components:

• Printed name: The signer's full legal name appears typed beneath the signature line.

• Signature line: A horizontal line, often preceded by "Signature:" or an "x."

• Title or capacity: A line such as "Chief Executive Officer" or "Manager."

• Entity name: When someone signs for a company, the entity's full legal name appears above or beside the signature block.

• Date: The execution date establishes when the signature took effect.

How do you sign as an individual vs. on behalf of a company?

The difference between signing personally and signing for a company comes down to a few words in the signature block. When someone signs for a company, the block should specify the signer's role and the entity's legal name, often alongside language such as "for and on behalf of [Entity Name]."

If you're going to sign in your individual capacity, you'll be personally responsible for whatever the document requires. If you're going to sign for a company, the responsibility will lie with the company. The signer must have the authority to sign on behalf of the business. This is typically granted through a board resolution, corporate bylaws, or the operating agreement of a limited liability company (LLC).

This is why officer certificates and board consents are so important for early-stage companies. A founder who signs a term sheet or a promissory note without noting "as CEO of [Company]" risks being held personally liable by the counterparty. That's why startup attorneys often check for this detail on every financing and formation document. The capacity must be explicit, not assumed.

What does a sample signature block look like for common startup documents?

The core structure for signature blocks is similar across document types. But small conventions shift depending on what's being signed and who's signing it.

Here are several examples of sample signature blocks for startup documents:

Certificate of incorporation (Delaware C corporation)

IN WITNESS WHEREOF, the undersigned incorporator has executed this
certificate of incorporation this ___ day of _______, 20__.

_________________________
[Incorporator Name], Incorporator

Stock purchase agreement

COMPANY:     PURCHASER:

[Company Name], Inc.,          _________________________
a Delaware corporation           [Purchaser Name]

By: _____________________     Date: __________
Name: [Officer Name]
Title: Chief Executive Officer

Date: __________

Board consent (action by unanimous written consent)

The undersigned, being all of the directors of [Company Name], Inc.,
hereby consent to the adoption of the foregoing resolutions.

_________________________
[Director Names]

Some states and international jurisdictions add notarisation blocks or witness signatures alongside the signer's own.

What are common signature block mistakes?

Here are a few common errors that occur with signature blocks:

• Missing or incorrect titles: Leaving the "Title:" line blank or listing a title that has since changed after a promotion can obscure who had authority to sign on that date.

• Wrong entity name: Typing "Acme Inc." when the registered name is "Acme Corp." creates a mismatch between the signed document and the company's official filings.

• Unsigned counterparts: Multiparty agreements often get executed in separate counterparts. One missing signature page can delay a closing while everyone chases down the outstanding copy.

• Signing without authority: An employee or adviser who signs "on behalf of" the company without authority via board resolution or bylaw provision might leave the agreement's enforceability in question.

• Date mismatches: Blank dates or inconsistent dates across multiple signature pages in the same transaction can create confusion about when the agreement took effect.

Stripe Atlas helps founders incorporate in Delaware and helps them generate and sign the accompanying formation paperwork. Because Atlas builds these from templates that carry correctly formatted signature blocks, founders don't have to draft that structure themselves or guess at the right identification conventions during their first time through incorporation. Atlas documents are built on standard templates and work well for typical early-stage formation.

Founders with an unusual cap table, multiple international cofounders, or an entity type outside a standard Delaware C corporation should still have a lawyer look at anything Atlas can't fully account for.

How Stripe Atlas can help

Stripe Atlas handles everything you need to legally launch your company – incorporation, Employer Identification Number (EIN), equity setup, and tax filings – so you can fundraise, open a bank account, and start accepting payments in as little as two working days, from anywhere in the world.

Join 100,000+ startups incorporated using Atlas, including startups backed by top investors like Y Combinator, a16z, and General Catalyst.

Get started in minutes with Atlas

The application takes under ten minutes. You'll choose your company structure, confirm your name is available, add up to four co-founders, set your equity split, and e-sign. Then, Atlas takes it from there, including notifying co-founders to sign their documents electronically.

Banking and payments before your EIN arrives

Atlas files your EIN application automatically after incorporation. You don't have to wait. Atlas enables pre-EIN payments and banking so you can start accepting payments and making transactions right away. US founders with a Social Security number are typically eligible for expedited IRS processing.

Automatic 83(b) tax election filing

Atlas files your 83(b) election for you – US and non-US founders alike – with USPS Certified Mail and tracking to reduce personal income taxes. You'll get a signed 83(b) election and proof of filing directly in the Stripe Dashboard, with certified mail confirmation.

World-class company legal documents

Atlas provides all the legal documents you need to start running your company – drafted by Cooley, one of the world's leading venture capital law firms – and stores them directly in the Stripe Dashboard. These documents are designed to help you fundraise immediately and ensure your company is legally protected, covering aspects like ownership structure, equity distribution, and tax compliance.

US$2,500 in Stripe credits, plus US$50K+ in partner discounts

Atlas startups get US$2,500 in Stripe product credits for their first year, plus US$50,000+ in discounts on essential tools – Mercury, AWS, Carta, Xero, Perplexity, and more. Delaware registered agent service is also included free for your first year.

Learn more about how Atlas can help you set up your new business quickly and easily or get started today.

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