611.06   Guidelines on Persons with Legal Authority to Bind Certain Juristic Entities

611.06(a)   Joint Owners

Joint owners are individual parties and not a single entity.  Where a document must be signed by someone with legal authority to bind joint owners, the document must be signed by all the owners.  See 37 C.F.R. §§2.17(c)(2), 2.19(a)(1), 2.193(e)(2)(ii), 2.193(e)(3), 2.193(e)(5)(ii), 2.193(e)(6), 2.193(e)(8), and 2.193(e)(9)(ii).

611.06(b)   Signature by Partnership

Where a document must be signed by someone with legal authority to bind a partnership, a general partner must sign.  Signature by all the general partners is not necessary.  If the partnership comprises general partners who are juristic entities (e.g., the general partners are corporations), someone with legal authority to bind that type of juristic entity must sign.

In appropriate cases, a document filed by a partnership may be signed by an official other than a general partner, if the record contains an explanation or documentation indicating that the person signing the document has legal authority to bind the partnership.

611.06(c)   Signature by Joint Venture

Where a document must be signed by someone with legal authority to bind a joint venture, each party to the venture must sign.  Although a joint venture has many attributes of a partnership, it is a special partnership, which is very limited in nature and scope.  Generally, signature by each party to the joint venture is necessary.

In appropriate cases, a document filed by a joint venture may be signed by a general manager or other official rather than by each of the joint venturers, if the applicant or registrant states that the person who signed has legal authority to bind the joint venture under relevant state law.

611.06(d)   Signature by Corporation

Where a document must be signed by someone with legal authority to bind a corporation, a corporate officer must sign.  An officer is a person who holds an office established in the articles of incorporation or corporate bylaws.

The usual titles for officers are President, Vice-President, Secretary, Treasurer, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer.  In some organizations, the Treasurer is called a Comptroller or Controller, and these terms are acceptable.  In Maine and Massachusetts the term "Clerk" identifies an officer of a corporation.

Modifications of these basic titles are acceptable if they include the officer title.  Titles such as Vice-President for Sales, Executive Vice-President, Assistant Treasurer, Executive Secretary, and Administrative Secretary are acceptable.

The signature of the "Chairman" or "Chairman of the Board of Directors" is also acceptable, but not the signature of an individual director (e.g., the Vice-Chairman of the Board).  The terms "Executive Secretary" and "Administrative Secretary" are acceptable because they include the officer-title "Secretary."

Some titles are generally not accepted because they usually do not identify officers.  For instance, a General Manager, or any other type of manager, is usually merely an employee, not an officer.

If the applicant or registrant states that the person who signed the response is authorized to bind the applicant or registrant under the articles of incorporation or bylaws, the USPTO will accept the signature.

A corporation cannot delegate authority to sign to someone who is not a corporate officer.  In re Textron, Inc., 183 USPQ 301 (Comm'r Pats. 1974).  Therefore, documents purporting to authorize representation, even if signed by officers, will not be accepted as establishing authority of a person who does not have authority to legally bind the corporation under its bylaws or articles of incorporation.

When the applicant or registrant is a corporation, a statement that the signatory is an "officer" or "duly authorized officer" of the corporation is acceptable.  However, it is unacceptable to state that the person who signed the verification is an "authorized signatory."

611.06(e)   Signature by Foreign Companies and Corporations

There are significant differences between the legal entities established under the laws of the United States and legal entities established and recognized under the laws of foreign countries, and the titles and duties of officers of foreign corporations and companies often differ from those in the United States.  In the case of foreign entities that are in the nature of corporations, the USPTO will accept the signature of a person considered to be equivalent to an officer under the law of the foreign country.  Indication of a title identifying the signer as a type of officer – such as "Legal Officer" or "Information Officer" – is also sufficient.

In foreign countries, a person who holds the title "Manager" or "Director" is normally an officer or the equivalent of an officer.

The term "Procurist" is used in a number of countries to indicate an officer.  For British companies, the terms "Registrar" and "Confidential Clerk" are the equivalent of officers.

If the applicant or registrant states that the person who signed the response holds a position that is the equivalent of an officer of a United States corporation, the USPTO will accept the signature.

Simply stating that a person has been granted authority to act on behalf of the applicant or registrant is insufficient.  Documents purporting to authorize representation, even if signed by officers, will not be accepted as establishing the authority of a person who is not the equivalent of an officer.  The applicant or registrant must state that the signatory has authority to legally bind the applicant or registrant under its bylaws or articles of incorporation.

611.06(f)   Signature by Unincorporated Association

For organizations that are less formally organized than corporations (e.g., fraternal societies, unions, unincorporated associations, and governmental bodies), the titles for officers are less standardized.  These organizations frequently use more individualistic terms for titles than the terms customarily used by corporations, and the officer positions themselves may not be as clearly or as formally provided for as is the case with corporations.  Regardless of how unfamiliar the title is or how informal the position seems to be, the USPTO will accept the signature if the applicant or registrant states on the record that the signer has, within the framework of the particular organization, authority equivalent to that of an officer to act on behalf of the organization (i.e., has authority to legally bind the applicant or registrant under its bylaws or articles of formation).  Some titles that have been accepted are Director, National Director, National Commander, Permanent Chairman, International Sponsor, Supreme Ruler, Royal Impresario, and Chairman of the Steering Committee.

611.06(g)   Signature by Limited Liability Company

A limited liability company ("LLC") has attributes of both a corporation and a partnership.  See TMEP §803.03(h).  Laws vary to some extent as to the authority conferred on various individuals associated with the limited liability company.  Generally, a "manager" has authority equivalent to an officer in a corporation.  Therefore, anyone identified as a manager, or equivalent, may sign.  In addition, anyone with a corporate-officer-type title may sign.  In some states, the members, who are the owners, also have authority to act on behalf of the limited liability company.

611.06(h)   Signature by Limited Liability Partnership

A limited liability partnership ("LLP") has attributes of both a partnership and a corporation.  See TMEP §803.03(k).  Laws vary to some extent as to the authority conferred on various partners associated with the limited liability partnership.  Generally, all partners are recognized as having general agency authority to bind the partnership in the ordinary course of business.  Therefore, anyone identified as a partner may sign.

Many states provide for the filing of a Statement of Partnership Authority which specifically names partners having authority and/or limits the authority of certain individuals.  If an individual who is not a named partner of the LLP has been recognized as having authority to bind the LLP, that person may sign, and must indicate his or her position as an individual designated in the LLP’s Statement of Partnership Authority.