In the last few years, we have all experienced change. For many, work and home life have had to become more digitally focused. Therefore, it’s not a surprise that we are being asked questions about the use and validity of electronic signatures. To address these questions we are writing a series of blogs. Here we focus on the question – Can a board resolution be signed electronically?
What is a board resolution?
Put simply, a board resolution is a legally binding action or decision taken by directors. A resolution can be created with or without a formal meeting of directors. However, certain criteria might need to be met in some circumstances. For example, decisions that significantly impact a company may need approval from 75% of eligible voting members. Therefore, consulting your company’s articles of association is important. Written resolutions afford flexibility in making decisions, as the directors do not have to be present at a board meeting. If you want a fuller definition, this link will help.
Who can sign a board resolution?
A board resolution is signed by directors. The number needed to sign a written resolution varies from company to company and will be the same as the quorum for a directors’ meeting. All eligible directors must either sign copies of the written resolution or agree to it in writing.
Can a board resolution be signed electronically?
The short answer is yes. A board resolution can be signed electronically. Here’s the longer answer from the Law Society.
12.1 The 2016 electronic signatures practice note contemplates in paragraph 4.4 that:
- minutes of a directors’ meeting under section 249 CA 2006 and a members’ written resolution under section 296 CA 2006 can be signed with an electronic signature (see paragraph 4.4(a) of the 2016 electronic signatures practice note). It is our understanding that Companies House will now accept electronic signatures on shareholder written resolutions, forms and documents, and that electronic signatures acceptable to Companies House include digital signatures provided by e-signing platforms and images of signatures pasted into documents.
To read more click here.
How can I digitally sign a board resolution?
We can help. You can digitally eSign a board resolution with our free eSigning plan. It is super simple to use:
- Complete your board resolution in Word or PDF and drag and drop it into the Just eSign feature.
- Name the signatories and position where their signatures will go.
- Finally, click “Send for eSigning”. That’s it, done in seconds.
For peace of mind, every document sent for eSigning is provided with detailed audit logs and an eSigning certificate. Also, if you need to give the directors a nudge, try the easy-to-use reminders. As a result, you get the much-needed assurance that important board documents are being digitally signed quickly and legally.