When Do You Need TTB Signing Authority for Corporate Officials?
April 30, 2016
So you’ve submitted your federal application to operate a brewery or distillery. You’ve been dealing with the Alcohol & Tobacco Tax and Trade Bureau (or “TTB” for short) continuously, and after several months of waiting, TTB finally contacts you and is ready to review your permit application.
Then the unthinkable happens – after waiting for months, TTB tells you that the person who submitted your application technically does not have corporate signing authority (or they argue it’s not clear enough in the Articles of Incorporation). Often times, TTB will consider the entire application null and void and will make you start the whole application process over completely. I’ve personally seen TTB make this claim even where the applicant was a two person LLC. Obviously you want to avoid this situation from the start, but how do you?
Completing TTB form 5100.1 (Signing Authority for Corporate Officials) is a very simple way to avoid this risk in the first place. 27 CFR § 17.6, states in pertinent part that:
“No claim, bond, tax return, or other required document executed by a person as an agent or representative is acceptable unless a power of attorney or other proper notification of signature authority has been filed with the TTB office where the required document must be filed... Notification of signature authority of partners, officers, or employees may be given by filing a copy of corporate or partnership documents, minutes of a meeting of the board of directors, etc. For corporate officers or employees, TTB Form 5100.1, Signing Authority for Corporate Officials, may be used...” (27 CFR § 17.6, emphasis added)
TTB form 5100.1 is a one-page form that, when properly executed, will satisfy this requirement. When completing the form, you also have the option to designate whether signing authority will be conferred upon actual individuals by name, or by virtue of title, such as a President, or Secretary. The benefit of conferring authority by title is that you will not need to submit a new form 5100.1 if there is a personnel change in the future. Below is a completed sample TTB form 5100.1: