Sign a board resolution online

Written resolutions instead of a meeting

Boards make decisions at meetings, but many decisions do not need one: opening a bank account, approving accounts for filing, appointing an officer, issuing shares within an existing authority. A written resolution lets directors agree by signing a document instead of meeting.

The rules come from the company's constitution and the law under which it was formed. Get the threshold wrong and the resolution may not be valid.

The rules in the UK and US

This is general information, not legal advice. For significant decisions, have the company secretary or a lawyer confirm the threshold and wording.

• UK private companies on the Model Articles: article 8 lets directors take a decision when all eligible directors indicate agreement in writing. Check your own articles, which may differ.
• UK shareholders' written resolutions are separate: under sections 288 to 300 of the Companies Act 2006, an ordinary resolution needs a simple majority of eligible votes and a special resolution needs 75 percent. Section 296 allows agreement to be given electronically.
• Delaware: section 141(f) of the Delaware General Corporation Law allows the board to act without a meeting if all directors consent in writing or by electronic transmission, unless the charter or bylaws say otherwise.
• Other US states have similar unanimous written consent rules; some allow less than unanimous consent if the articles say so.

Drafting a resolution that holds up

Number each resolution and state it in full: 'It is resolved that the Company opens a business account with [bank] and that [name] and [name] are authorised signatories.' Record any director's declaration of interest, and confirm that directors with a conflict are not counted where the articles exclude them.

Banks and registries often ask for a copy certified by a director or the company secretary. Add a certification block at the end so it can be signed in the same document.

Signing order and timing

Send to all directors at once. A written resolution is usually passed when the last required signature is given, so the certificate of completion's timestamp for that final signature is the effective date. Some articles set a deadline after which the proposed resolution lapses; set the Sign PDF expiry date to match.

If one director declines, they can give a reason in Sign PDF, which you see straight away. Keep that with the board records.

Mistakes company secretaries see

Circulating separate copies and collecting signatures on different versions. Leaving out a director who is eligible to vote. Treating a shareholders' matter, such as changing the articles, as a board decision. Failing to file required notices afterwards, such as a change of directors at Companies House, which a signed resolution does not do for you.

How to circulate a resolution with Sign PDF

Upload the resolution. Sign PDF reads the list of directors from the signature section and places a signature, printed name and date box for each. If the names are only typed lines, the assistant will add boxes when you type 'add a signature and date for each director'.

Directors confirm a code from their email and sign on a phone or computer, wherever they are. The sealed PDF, with its certificate listing every director's signing time, goes straight into the minute book. On the Full plan, keep a resolution template for routine decisions.