In UK company law, who can sign company secretarial forms and documents depends on the type of document and the legal status of the company. This guide explains who is legally authorised to sign company secretarial documents in UK company law—including board minutes, resolutions, share transfers, certificates, Companies House forms, and other official paperwork

1. Board Minutes and Resolutions:
There is no prescribed legal form for board minutes or written board resolutions, but under the Companies Act 2006 and most articles of association, board minutes and board resolutions should be signed by the chairperson of the meeting or by all directors if it’s a unanimous written resolution. This signature serves as an official record and may be required for evidential purposes. Failure to keep proper board minutes is an offence by company officers and can result in fines. The company must retain board minutes for at least 10 years .

2. Share Transfers & Share-Related Forms:
Share transfer forms (for example, stock transfer forms) must usually be signed by the transferor (the person transferring their shares), and often by the transferee as well, depending on circumstances. Board approval may be required for registration of the transfer, and evidence of such approval should be recorded in board minutes. Share certificates issued as a result of share transfers are normally signed in accordance with the articles of association, which often allow for signature by two directors or one director and the secretary, or by applying the company seal if used.

3. Company Resolutions (General Meetings, Written Resolutions):
Shareholder resolutions passed at general meetings are usually signed by the chairperson of the meeting. Written resolutions must be signed by the requisite majority of eligible shareholders. The record of resolutions must be kept by the company in its minute book.

4. Execution of Deeds (e.g., transfers of land, certain contracts):
When a company is required to execute a deed, this must be done in accordance with section 44 of the Companies Act 2006:

• By affixing the company seal (if the company has one), witnessed by two directors or a director and the secretary; or
• By the signature of two directors, or one director and the company secretary; or
• By a single director whose signature is witnessed by an independent person, including their name and address .

5. Other Secretarial Forms (e.g., director appointments, changes of registered office):
These forms (such as AP01 for appointing a director) may typically be signed by an authorised officer (such as an existing director or the company secretary) or by a person given authorisation by board resolution. Submissions are most often done electronically and may not always require a traditional “wet-ink” signature.

Practical Tips:

• Always check the company’s articles of association as they may specify stricter or additional signing requirements.
• When signing on behalf of a corporate director or secretary, ensure the individual doing so is properly authorised, and that this is clearly indicated.
• In cases where Companies House forms are submitted online, authentication is via the company’s authentication code rather than a signature.

In summary, for UK companies:

• Directors and the secretary (if appointed) are generally authorised signatories for corporate documents.
• Board minutes and resolutions are typically signed by the chair.
• Share transfers and certificates are signed by directors or the secretary as per the articles.
• Deeds require two authorised signatories or one director plus witness.
• Always keep clear records of who signed and their capacity to avoid legal challenges.