VENDOR AUTHORIZATION 
GUIDELINES 

STATE OF CONNECTICUT 


DAS-28 Rev. 1/12 

Prev. Rev. 12/11 
DEPARTMENT OF ADMINISTRATIVE SERVICES 

PROCUREMENT DIVISION 
165 Capitol Avenue, 5th Floor South 
HARTFORD, CT 06106-1659 


Vendor Authorization Guidelines- Page 1 of 2 

All contracts must include appropriate vendor documentation that does the following three things: 

A. 
Authorizes the vendor to enter into contracts, 
B. 
Authorizes a particular officer to execute contracts on behalf of the vendor and 
C. 
Evidences that the officer signing in fact holds his/her office. 
CORPORATIONS -Appropriate vendor documentation usually involves a certificate from the Secretary or other 
appropriate officer setting forth a copy of a board resolution. Sometimes this is not possible, in which case the vendor 
should observe the following: 

1) In lieu of the secretary’s certificate, the vendors must submit: 
a) a current certified copy of the applicable section of the corporation’s bylaws which authorizes the execution of 
contracts by the signing person and 
b) a current certification that the officer signing the assignment agreement in fact holds that office. 

2) 
In lieu of the certified resolution or bylaws, the vendor must include a certified copy of the corporate minutes of their 
respective boards of directors, which must specifically authorize the person signing the assignment agreement to 
execute it. 

NOTE: If the bylaws or resolutions cannot be found, a formal legal opinion must be obtained attesting to: 

a. 
the authority of the company and 
b. 
the officer's ability to bind the company to enter into a contract. 
LIMITED LIABILITY COMPANIES (LLC’S) – LLC’s that do not have boards of directors, must submit the following: 

1) 
a document indicating unanimous consent from all members or managers or 

2) 
a certified copy of all of those relevant portions of their management agreement or operations agreement that identify 
which members or managers have the authority to bind the LLC in contracts. The certification must also show that 
the signing party is in fact a manager/member or that a manager/member has duly (in accordance with the 
management agreement or operations agreement) delegated signatory authority to the signing person. 

If the company can’t find the management agreement or operations agreement, a formal legal opinion must be obtained 
attesting to: 

a. 
the authority of the company and 
b. 
the signing party’s ability to bind the company to enter into a contract. 

VENDOR AUTHORIZATION 
GUIDELINES 

STATE OF CONNECTICUT 


DAS-28 Rev. 1/12 

Prev. Rev. 12/11 DEPARTMENT OF ADMINISTRATIVE SERVICES 

PROCUREMENT DIVISION 
165 Capitol Avenue, 5th Floor South 
HARTFORD, CT 06106-1659 


Vendor Authorization Guidelines- Page 2 of 2 

PARTNERSHIPS – Partnerships, like LLC’s, do not have boards of directors. Generally, any general partner can bind the 
partnership. However, it is prudent to make every effort to obtain a partnership authorization that includes some evidence 
of a partner's authority to bind the partnership. This can include partnership resolutions that read very much like a 
corporation’s resolutions or a copy of the partnership agreement (or all relevant sections) that address the authority of 
partners to bind the partnership, again taking into account any limitations, or a consent from the appropriate partners. The 
partnership agreement governs in the same way as the LLC’s management or operations agreement. 

SOLE PROPRIETORS -Sole Proprietors do not need to submit any documentation with regards to vendor authorization or 
certification. Sole Proprietors must submit a letter on company letterhead stating: 

1) that the company holds Sole Proprietor status, 

2) the name(s) of those authorized to execute contracts on behalf of the company and 

3) the signature of Sole Proprietor. 

NOTE: You may review and/or download the Vendor Authorization Guidelines and Samples from the DAS/Procurement 
website http://das.ct.gov/Purchase/Info/Vendor_Authorization_and_Guidance_081106.pdf.