How should documents be signed and managed?
An important part of company administration involves the organisation and management of company documentation. Whether dealing with share certificates, stock transfer forms, board minutes, resolutions or contractual arrangements, the company secretary or administrator will need to make sure documents are correctly authorised, signed, recorded and copies kept. Different documents will have different signing requirements, while some companies still retain a company seal and others don’t. Signing requirements are set out in the Companies Act 2006 and perhaps the most significant change that this has made to the signing of documents is that certain documents may now be executed by a single director whose signature is witnessed rather than by two authorised signatories.
It is often helpful for a company secretary to maintain a register of each category of document and have a document retention policy as documents will need to be kept for such periods as the law or business prudence dictates as well as in the eventuality that disputes arise and documents need to be re-visited.
Certain documents will also require the payment of stamp duty in order to be registered and enforceable. Whilst the rules can often be complex and are set out on the HMRC website, it is generally the responsibility of the company secretary to obtain and implement the necessary advice on this issue.