How does an officer bind a corporation?

An officer binds a corporation primarily by signing and sealing documents, particularly those that pertain to corporate obligations and contracts. This authority is often derived from their position within the company and the powers vested in them by the corporation's bylaws or resolutions made by the board of directors.

When an officer signs a document on behalf of the corporation, it signals the corporation's consent to the terms within that document. This is a critical function, as it establishes the corporation's legal obligations and responsibilities in business transactions. The act of sealing, though less common in modern practice, historically adds an additional layer of formalization and indicates the authenticity and seriousness of the document.

Other options, such as holding a corporate meeting, obtaining a court order, or notifying shareholders, do not grant officers the authority to bind the corporation in the same direct manner through contractual agreements. Instead, these actions serve different purposes related to governance and compliance within the corporate framework. For example, corporate meetings are primarily for decision-making and communication among shareholders and board members, while notifying shareholders relates to informing them of corporate affairs rather than creating binding obligations.