QUESTION

can my husband contract a lease where he alone will be guarntor if he is vicepresident of our small business corporation?

Asked on Apr 23rd, 2013 on Business Law - Illinois
More details to this question:
Small business owner with three locations. Current lease agreements are all in my name as president of coorporation. Marriage is not doing well and i am not willing to engage in any more leases. My husband is lookig into contracting a new lease on his own for a fourth location. The landlord is asking me to sign a consent form since my name appears as president of coorporation and we are not divorced yet. Will this consent bind me and my credit as guarantor?
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1 ANSWER

Estate Planning Attorney serving Batavia, IL at Drendel & Jansons Law Group
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I cannot answer your question with certainty without reading the document that you reference, but I detect that you may not understand the importance and distinction and difference between you, you as president of a corporation, you as guarantor and you as shareholder. As a business owner, it is critically important to know the differences and ramifications. A corporation is a legal "person" in and of itself that can enter into contracts, like leases. Of course, a corporation operates through its directors and officers, but the "person" that is bound by a contract signed by a corporation is the corporation, not you (the shareholder/owner). When you sign a document as the president of the corporation, you are signing as an agent of the corporation. You are not signing in your individual name; you are signing on behalf of the corporation. If the contract/lease is breached, the other party must sue and collect from the corporation (not you individually). If you fail to distinguish yourself as an agent when you sign a document for the corporation, you may be bound, yourself. Thus, whenever you sign a document for a corporation you always want to indicate that you are signing in an agency capacity (like as president). If you only sign as president, you are not taking on personal liability. If you sign as guarantor, however, then you ARE taking on personal liability. You are personally guaranteeing the obligation of the corporation. Most sophisticated parties will require guaranties from the individual owners when lending money or renting space to a corporation for that reason. Thus, if you are being asked to sign the document only as the president of the corporation, you are not adding to your personal liability; but if they want you to sign as guarantor, that is a different story.
Answered on Apr 23rd, 2013 at 9:43 PM

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