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{{g}}Once the shooting, and the shouting, is over, there is the delicate business of putting pen to paper, so | {{a|g|[[File: Elephants and turtle.jpg|450px|center|The corporate secretarial unit, yesterday]]}}Once the shooting, and the shouting, is over, there is the delicate business of putting pen to paper, so that [[contract]]s so tortuously wrangled over can be scanned, circulated, copied, digitised, character-recognised, [[metadata]] extracted, catalogued, logged, filed, archived and cryogenically frozen so they can be locked away in deep storage never to be looked at again. | ||
Part of | Part of the [[audit]] process is to validate that the signatures appended to the document on your counterparty’s behalf belong to people suitably authorised by your counterparty to put them there. | ||
It seems mundane, but the ritual has its roots in deep philosophical magic. This is the commercial Eucharist: the transubstantiation of the disembodied corporate spirit through mortal hands, to binding contractual covenant. | |||
Consequently, there is a {{T2|metaphysics|metaphysical oubliette}} down one can drop if one is so disposed, but few [[negotiator]]s are that brass-necked. The memories of dreary [[company law]] lectures about [[corporate veil|veils]], fictional personalities and immaterial bundles of rights are still raw. | |||
As a result, this mostly presents as a ditchwater-dull process of chasing down pre-prepared [[incumbency certificate]]s prepared by corporate secretarial units — handed off to contractors in Sofia who've never had to sit through company law lectures — but on a slow day there is enough here for an under-occupied [[legal eagle]] to have a little fun. | |||
For example, could I see the [[incumbency certificate]] of the person who who issued the signatory’s [[incumbency certificate]]? Clearly, there is a potentially infinite regression right there, with only two endpoints, both of which present fertile ground for more confusion. | |||
One, the chain can loop back on itself, meaning the present signatory is validating the certificate of someone validating hers. | |||
Two, the chain can run into someone who certifying a certifier, who no longer works at the organisation. | |||
Where contracts are subject to formal execution requirements , chances for confusion multiply. Was out sealed? Was it delivered? Was it witnessed? By whom? Did anyone witness the witness witnessing the witness? | |||
{{Sa}} | |||
*[[Legal personality]] | |||
*[[Corporate veil]] |