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:
Companies must record minutes of all directors' meetings and keep them for at least 10 years (Companies Act 2006 s.248). Failing to do so is an offence by every officer in default. The Act does not say who must sign them and there is no prescribed legal form. Minutes authenticated (signed) by the chair of that meeting or of the next directors' meeting are evidence of what happened at the meeting (s.249), so the chair normally signs. There is no statutory requirement for the company secretary to sign, although the company's articles may set their own rules. A written resolution of the directors is signed by each eligible director (or they otherwise indicate agreement in writing). Always check the company's articles.
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 are typically signed by the chair, which gives them evidential status (the Act does not require a signature or a company secretary's signature).
- 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.
Who signs the officer appointment summary, and does a board meeting need notice?
The appointment summary produced by Inform Direct is a working document for the company's records and approval, so who signs it is for the company and its accountant to decide. See How Do I Prepare Draft Documents to Appoint an Officer? If directors hold a board meeting, the model articles require notice to every director (it need not be in writing, there is no minimum period, and notice can be waived up to 7 days after the meeting). The company's own articles may differ, and this is general information, not legal advice.