Conformed Signatures in Delaware: Section 116, Uses, and Limits

Delaware law expressly allows conformed signatures in Delaware on most corporate documents. Under 8 Del. C. § 116, any signature required or permitted by the General Corporation Law, a certificate of incorporation, or bylaws may be manual, facsimile, conformed, or electronic.¹ A conformed signature is a typed indication that a document has been signed, usually written as “/s/ [Name].” The permission is broad for internal corporate records, but it stops at the courthouse door and the Division of Corporations’ intake desk, and several document types sit outside the rule entirely.

What Section 116 Covers

Delaware is one of the few states that uses the word “conformed” directly in its corporate code, which removes the usual ambiguity about whether a typed signature counts. Section 116 also treats an electronic transmission as the equivalent of a written document, so a resolution circulated by email and signed “/s/ Jane Director” is a properly executed instrument under the DGCL, provided the signer intended to authenticate it.

The limit sits in § 116(b). The signature permissions do not reach documents “filed with or submitted to the Secretary of State, the Register in Chancery, or a court or other judicial or governmental body.”¹ So § 116 governs consents, resolutions, and agreements between the corporation and its directors, officers, and stockholders. It does not independently authorize conformed signatures on certificates of incorporation, merger filings, or annual reports. Those filings answer to whatever authentication the Division of Corporations imposes.

Board Resolutions and Stockholder Consents

The most common use of a conformed signature in Delaware practice is action by written consent. Under DGCL § 141(f), any action a board could take at a meeting may instead be taken by unanimous written consent, unless the certificate of incorporation or bylaws say otherwise. That consent may be “documented, signed and delivered in any manner permitted by § 116.”² A director can sign with a typed “/s/” rather than wet ink.

Stockholder consents work the same way under § 228, with one key difference: they need not be unanimous. Holders of at least the minimum number of votes needed to authorize the action at a full meeting must deliver signed consents to the corporation within 60 days of the first consent being delivered.³ The signature rules of § 116 apply, and conformed signatures are routine in controlled-company transactions where the majority holder is acting quickly.

Once the action is taken, the signed consents are filed with the board minutes alongside any other corporate records.

Where Conformed Signatures Don’t Work

The statute’s permission is wide but not universal. A conformed signature is the wrong tool in several situations.

Wills and codicils. Delaware’s Uniform Electronic Transactions Act explicitly excludes any law governing the creation and execution of wills or codicils, so a typed “/s/” on a will faces serious validity challenges.⁴
Filings with the Division of Corporations. Section 116(b) carves them out, so certificates of incorporation, merger certificates, and annual reports must comply separately with the Division’s authentication standards.¹
Notarized documents. Affidavits, verifications, and sworn statements need a notary to independently verify the signer. A conformed signature with no notarization will not stand up.
Most UCC transactions. The UETA covers UCC Articles 2 and 2A but excludes the rest; secured transactions and negotiable instruments have their own signature rules.⁴

Private contracts can also be more restrictive than the statute. If a contract requires a handwritten or notarized signature, a conformed signature won’t satisfy it unless all parties agree to amend the terms. Delaware courts respect party autonomy on execution.

Contracts and Other Non-Corporate Transactions

Outside the entity statutes, the UETA is what matters. Codified at 6 Del. C. § 12A-101 et seq., it provides that an electronic record or signature cannot be denied legal effect solely because it is electronic, and that an electronic signature satisfies any law requiring a signature.⁵ A conformed signature fits the UETA’s definition of an electronic signature: “an electronic sound, symbol or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.”⁴

A frequent trap: the UETA does not apply to transactions governed by the General Corporation Law, the Delaware LLC Act, the Revised Uniform Limited Partnership Act, or several other entity statutes.⁴ For corporate documents, § 116 is the governing authority. The UETA handles the rest: commercial contracts, employment agreements, and other non-entity dealings where the parties have agreed to transact electronically.

SEC Filings

Delaware-incorporated public companies file SEC documents using conformed signatures as a matter of course. SEC Rule 302 of Regulation S-T requires that signatures in any electronic submission “must be in typed form rather than manual format.”⁶ Every 10-K, 8-K, proxy statement, and registration statement filed through EDGAR carries a conformed signature.

The compliance obligation sits in the backing paperwork. Each signatory must manually or electronically sign a separate authentication document before or at the time the filing is made, and the filer must retain it for five years and produce it to the SEC on request.⁶ A 2020 amendment allows electronic signatures on that authentication document, but the signatory must first manually sign a one-time authorization treating electronic signatures as the legal equivalent of manual ones. That initial authorization is kept for as long as the signatory uses electronic signatures and for at least seven years after the most recent electronically signed authentication.⁷ If the SEC requests an authentication document and the company cannot produce it, the filing can be deemed deficient.

Court Filings

Delaware’s judiciary uses File & ServeXpress for electronic filing in the Supreme Court, Court of Chancery, and Superior Court.⁸ The Superior Court’s e-filing procedures state that pleadings “shall bear a facsimile or typographical signature of the filing party” and give “/s/ Adam Attorney” as the standard format.⁹ An attorney who authorizes the electronic submission is deemed to have signed, which puts the accountability on the filer. The Court of Chancery follows parallel procedures under its own administrative directives.

Affidavits, verifications, and anything else requiring notarization still need the notary. A pleading filed with only a typed “/s/” where notarization is required will be rejected or challenged.

Forgery and Misuse

Typing someone else’s name after “/s/” without their authorization is forgery in Delaware. Under 11 Del. C. § 861, forgery requires an intent to defraud, deceive, or injure, and covers anyone who creates, completes, or authenticates a written instrument that falsely purports to be the act of another person who did not authorize it.¹⁰

The statute grades forgery by document type:

First degree, a Class F felony, covers government-issued securities, stamps, and corporate stock and bond certificates.¹⁰
Second degree, a Class G felony, covers deeds, contracts, commercial instruments, public records, and documents filed with a public office. This is the category most relevant to conformed-signature abuse in corporate and legal contexts.¹⁰
Third degree, a Class A misdemeanor, is the catch-all for everything else.¹⁰

Typing “/s/ Jane Smith” is easier to misuse than forging a handwritten signature, which is why challenged conformed signatures in Court of Chancery litigation often trigger discovery into email records, IP addresses, and document metadata to establish who actually authorized the filing. Possessing a forged document, even without having created it, supports a forgery charge if the possessor knew it was forged.

1
Justia. Delaware Code 8-116 – Document Form, Signature and Delivery
2
Delaware Code Online. Delaware Code Title 8 – Corporations – Subchapter IV
3
Delaware Code Online. Delaware Code Title 8 – Corporations – Subchapter VII
4
Delaware Code Online. Delaware Code Title 6 Chapter 12A – Uniform Electronic Transactions Act
5
Justia. Delaware Code 6-12A-107 – Legal Recognition of Electronic Records, Electronic Signatures, and Electronic Contracts
6
eCFR. 17 CFR 232.302 – Signatures
7
U.S. Securities and Exchange Commission. Electronic Signatures in Regulation S-T Rule 302
8
Delaware Court of Chancery. Electronic Filing in the Delaware Judiciary
9
Delaware Courts. Superior Court Proper eFile Procedures
10
Delaware Code Online. Delaware Code Title 11 – Crimes and Criminal Procedure