Agency
Agency
Consent, acting on behalf, control, fiduciary duties, actual and apparent authority, ratification, and attribution.
Structured Visual
Jurisdiction: US; as of 2026-08-28; not legal advice; Render structure, refuse interpretation, cite, abstain, and hand off.
RENDER STRUCTURE · REFUSE INTERPRETATION · CITE · ABSTAIN · HAND-OFF: render structure, refuse interpretation, cite provenance, abstain when unsupported, and hand off to human review.
Scope and honesty note
Jurisdiction: Texas statutory anchors with United States business-associations doctrine explained comparatively; as of 2026-08-28; governing documents, facts, tax, securities, accounting, and jurisdiction vary; synthetic facts are classroom inputs; not legal advice. Render structure, refuse unsupported entity, authority, ownership, duty, liability, valuation, vote, or transaction conclusions, cite, abstain, and hand off.
See the essential structure first
Start with this deliberately incomplete structure, then use the pinned authorities, worked application, exceptions, and handoff below. This deliberately incomplete preview has 4 nodes; exceptions and legal consequences remain in the sourced prose below.
Jurisdiction: US; as of 2026-08-28; not legal advice; Render structure, refuse interpretation, cite, abstain, and hand off.
RENDER STRUCTURE · REFUSE INTERPRETATION · CITE · ABSTAIN · HAND-OFF: render structure, refuse interpretation, cite provenance, abstain when unsupported, and hand off to human review.
Begin with organization doctrine
Agency is a fiduciary relationship arising when a principal manifests assent that an agent act on the principal's behalf and subject to the principal's control, and the agent consents. Actual authority turns on principal-to-agent manifestations; apparent authority turns on principal manifestations reaching a third party and the third party's reasonable belief. An agent cannot create apparent authority merely by claiming it. Ratification, estoppel, notice, contract liability, and vicarious tort liability use separate predicates. Entity formation does not eliminate these human authority questions.
Entity formation
The formation statute distinguishes filing-entity existence from the human relationships through which an organization acts. Verbatim statutory text: “Tex. Business Organizations Code Sec. 3.001. FORMATION AND EXISTENCE OF FILING ENTITIES. (a) Subject to the other provisions of this code, to form a filing entity, a certificate of formation complying with Sections 3.003, 3.004, and 3.005 must be filed in accordance with Chapter 4. (b) The filing of a certificate of formation described by Subsection (a) may be included in a filing under Chapter 10. (c) The existence of a filing entity commences when the filing of the certificate of formation takes effect as provided by Chapter 4. (d) Except in a proceeding by the state to terminate the existence of a filing entity, an acknowledgment of the filing of a certificate of formation issued by the filing officer is conclusive evidence of: (1) the formation and existence of the filing entity; (2) the satisfaction of all conditions precedent to the formation of the filing entity; and (3) the authority of the filing entity to transact business in this state.” Source: Tex. Business Organizations Code § 3.001; https://www.neochart.com/catalog/texas/business_organizations/chapter_3/section_3_001/tex_bo_3_001_948a3f2c20f2/tex_business_organizations_code_sec_3_001_formation_and_exis_0001/index.html; data via neochart.com, snapshot 2026-08.
Board management
The corporation statute assigns management to a board, which acts through authorized human agents and officers. Verbatim statutory text: “Tex. Business Organizations Code Sec. 21.401. MANAGEMENT BY BOARD OF DIRECTORS. (a) Except as provided by Section 21.101 or Subchapter O, the board of directors of a corporation shall: (1) exercise or authorize the exercise of the powers of the corporation; and (2) direct the management of the business and affairs of the corporation. (b) In discharging the duties of director under this code or otherwise and in considering the best interests of the corporation, a director is entitled to consider the long-term and short-term interests of the corporation and the shareholders of the corporation, including the possibility that those interests may be best served by the continued independence of the corporation. (c) In discharging the duties of a director under this code or otherwise, a director is entitled to consider any social purposes specified in the corporation's certificate of formation. (d) Subject to direction by the board of directors of the corporation, in discharging the duties of an officer under this code or otherwise, an officer is entitled to consider: (1) the long-term and short-term interests of the corporation and of the corporation's shareholders, including the possibility that those interests may be best served by the continued independence of the corporation; and (2) any social purposes specified in the corporation's certificate of formation. (e) Nothing in this section prohibits or limits a director or officer of a corporation that does not have a social purpose specified as a purpose in the corporation's certificate of formation from considering, approving, or taking an action that promotes or has the effect of promoting a social, charitable, or environmental purpose.” Source: Tex. Business Organizations Code § 21.401; https://www.neochart.com/catalog/texas/business_organizations/chapter_21/section_21_401/tex_bo_21_401_998853711b13/tex_business_organizations_code_sec_21_401_management_by_boa_0001/index.html; data via neochart.com, snapshot 2026-08.
Pin the synthetic organization record
A synthetic startup board, chief executive, purchasing manager, and supplier packet records delegations, internal limits, titles, prior dealings, messages, contract terms, delivery, objections, and later acceptance of benefits.
Work the organization application
The trace first asks whether each person is an agent for the act. The purchasing manager's actual authority is tested against board and executive manifestations, while apparent authority is tested only from startup manifestations reaching the supplier. Internal limits unknown to the supplier do not automatically defeat apparent authority, and supplier belief is still tested for reasonableness. Later benefit acceptance enters ratification separately.
Read the populated organization record
The agency record contains principal, agent, act, behalf, control, consent, manifestation, recipient, actual-authority scope, apparent-authority representation, third-party belief, reasonableness, ratification facts, notice, attribution theory, fiduciary duty, remedy, and unresolved issue. The record contains 14 populated doctrine rows plus any retained computation.
Jurisdiction: US; as of 2026-08-28; not legal advice; Render structure, refuse interpretation, cite, abstain, and hand off.
RENDER STRUCTURE · REFUSE INTERPRETATION · CITE · ABSTAIN · HAND-OFF: render structure, refuse interpretation, cite provenance, abstain when unsupported, and hand off to human review.
Read the complete record
The complete record keeps sources, stated facts, and questions for review separate. Pinned sources: Verbatim snapshot authority. Tex. Business Organizations Code § 3.001: Entity formation: Entity formation. Tex. Business Organizations Code § 21.401: Board management: Board management. Synthetic organization: Classroom facts and records only. Principal: Startup board authorizes a chief executive to negotiate a supply agreement. Agent: Executive instructs a purchasing manager, who exceeds an internal price limit. Third party: Supplier receives board-approved title, email domain, prior-course communications, and an unsigned term sheet. Doctrine trace: Rule, actor, element, record, consequence, and handoff. Agency relationship: Principal manifestation and consent that agent act on principal's behalf and subject to principal control; agent consents. Actual authority: Principal manifestations to agent create express or implied reasonable understanding. Apparent authority: Principal manifestations reaching third party create reasonable belief; agent's assertion alone is insufficient. Ratification: Knowledge, affirmance, capacity, timing, entire act, intervening-rights and governing-law questions. Attribution and duties: Contract attribution, tort attribution, notice, loyalty, care, obedience, accounting, remedies.
Narrow summary
Identify the agency relationship and the precise act, then keep actual authority, apparent authority, ratification, attribution, and fiduciary duties on separate traces.