Approving a deal and signing it are two different powers. Someone with approval authority can greenlight the commercial terms; only someone with signature authority can legally bind the company to them. When those two rights drift apart, a contract gets signed by someone who was never authorized to bind, and the agreement can be challenged. Aptly holds both as live, structured authority, keeps your authorized-signatory list current as your organization changes, and records who held the right to approve and to sign, so you can prove both for any contract, on any date.
Most companies can name who approves a contract, and almost all of them have a delegation-of-authority policy on paper. Far fewer can prove, at the moment a deal is signed, that the person placing the signature actually held the authority to bind the company, and that the approval behind it came from someone with the right to give it. That gap is quiet until a counterparty, a bank, or a dispute forces the question.
Approval and signature get conflated. The commercial owner who negotiated the deal signs it, even though binding authority sits with a named officer or an attorney-in-fact under a board resolution. The contract is executed by someone without actual authority to bind.
The signatory list goes stale on every change. Authorized signatories derive their power from board resolutions, powers of attorney, and signing policies. Every leadership change, restructuring, or new entity quietly invalidates part of the list, but the spreadsheet that records it does not keep up.
No one can prove authority at the moment of execution. When a contract is questioned months later, reconstructing who was authorized to approve and to sign on that date means digging through resolutions, email approvals, and HR records that have all since moved on.
~90%
Almost 90% of organizations already have a delegation-of-authority policy, formal or informal. The problem is rarely the policy. It is keeping it live, and proving who could actually sign on the day a contract was executed.
Aptly sits between your identity systems (Okta, Microsoft Entra ID, SailPoint) and the systems where contracts are routed and executed (your CLM and e-signature tools, your ERP), connecting to them through its integration platform, as the system of record for who can approve a deal and who can sign it. These are different powers: approval authority is the internal right to greenlight commercial terms up to a limit; signature authority is the formal, often board-conferred power to legally bind the entity. Aptly holds both as structured, versioned records and enforces the difference.
This is who can approve and who can bind, decision authority and signature authority, not contract workflow or e-signature execution. Your CLM moves a contract through its stages; your e-signature tool captures the signature. Neither governs whether the person approving had the right to greenlight the deal, or whether the person signing had the authority to bind the company. Aptly is the authority layer those tools assume already exists: it defines the two rights, keeps the authorized-signatory list current as a live output of the delegation of authority (DOA), and records that both were authorized at the point of execution.
An electronic signature can be valid and still not bind your company. Validity comes from e-signature law; binding comes from authority. Aptly governs the authority behind the signature and maps it to the corporate-law realities that decide whether a contract holds:
For public companies, authorization is also a core internal control over financial reporting under SOX §404.
A regional commercial lead at Meridian Industries negotiated a multi-year customer agreement and wanted to close it before quarter-end. Under the old way of working, they would simply have signed it: they owned the deal, so they signed the deal, without anyone checking whether they held the authority to bind the company to a 30-month, $4.5M commitment.
Approver, condition, and authorized signatory, all logged at execution. Had the deal been routed to someone without binding authority, Aptly would have flagged it Out of Authority and escalated before any signature was placed.
Bring a contract type you execute. We'll show you how Aptly separates approval authority from signature authority, keeps your signatory list current, and proves both at the moment you sign, using your authority data.
