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- DEAR VISITORS, If you want to become familiar with the description and the contents of UK companies formation packages, offered by Coddan and to find above, what kind of service is included in this or that incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company registration within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
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 The Company Members Authority
Broadly speaking, unless a party to a contract has authority to enter into that contract, the validity of the contract may be challenged or even rendered void. It is important that the authority of those who enter into contracts is appropriate for the subject matter. To ensure clarity of authority, companies should adopt an authorities chart.
The ultimate authority in the company belongs to the members in General Meeting. A properly approved resolution contains the highest authority to bind the company, for example, changing the rules under which a company operates which are contained in its Memorandum and Articles of Association both of which, since they are filed with the Registrar, are public documents. Such changes need the approval of a majority of the members in general meeting (either a simple majority or a 75 per cent majority depending on the subject matter) or, using the written resolution process, unanimously.
- The Company Directors Authority
The authority of the board is derived from the members via the Articles. The members appoint and can also remove directors. Board authority itself operates on the basis of collective responsibility. Decisions are taken "by the board" in meetings and can be evidenced by minutes of those meetings. In dealing with third parties, it may be convenient to pass a resolution at a board meeting and, as evidence of such authority, to provide to the third party a copy of the minutes. Usually the extract from the minutes will be required to be signed by the Chairman (or an alternative) to evidence its authenticity.
- Company Seal
Although many contracts require only a signature, possibly witnessed, some require the authority of the attachment of the seal to the document. Generally, any contract which must be evidenced by a Deed will require the attachment of the company seal (or, because Companies Act 1989 allows companies to dispense with the use of their seal, by being signed "as a Deed" by two directors or a director and the secretary, or, in Scotland, by a director and a counter-signatory). The seal is the signature of the company, and the manner of its use is set out in the Articles of Association. It is usual for the seal to be witnessed by two directors or a director and the secretary, and for details of each document to which the seal is affixed to be entered in a Register of Seals, which is subsequently brought to a board meeting. This procedure enables the seal to be used between board meetings, but subsequently grants the authority of the whole board to its use. To evidence this the Chairman should initial below the most recent item in the Register. If all items are numbered sequentially (and it may be helpful to insert the number from the sealing register on the document sealed) authority can be evidenced by a minute such as this draft.
- Notaries Certification
Parties to contracts who are based overseas sometimes require certification by a Notary Public that the person signing the contract has authority to do so. In such cases it may be necessary to provide an "audit trail" to prove to the satisfaction of the notary that the person signing a document is who they say they are, holds the position stated and is authorised to sign. To assist in this respect the retaining of a local notary and the introduction of the notary to the directors and secretary may assist as the Notary can then at least in part rely on his/her own knowledge.
- The Company Secretary Authority
Like the directors, the company secretary is an officer of the company and is often referred to as its chief administrator and/or "the keeper of the company conscience". Every company must have a company secretary, who can also be a director (but not the sole director) of the company. By virtue of this position, the secretary has authority to bind the company in terms of such administrative duties (ostensible authority), but may not be able to enter into commercial contracts except with the authority of the board. If, however, it has been customary for the secretary to sign particular contracts for some time, authority to continue to sign such contracts may actually be derived from what has gone before and been accepted previously. If the secretary signs (for example) a contract of employment, the terms of which have been approved previously by the board, such authority to sign is actual.
Since this may be somewhat imprecise, it may be preferable to enter brief details of each contract in a contract register, entries in which, like the Register of Seals, are periodically approved, once again giving the authority of the board to individual "signings". It may also assist the control of the delegation of authority to publish an authority list such as the draft shown below.
- Other Signatories Authority
The value of the authorities list, which itself should be regularly reviewed and approved by the Board is that it not only sets out limits of authority for those lower down the chain of command (and reduces the likelihood of fraud, or at least exploitation of loopholes) but also grants express authority of the board to each signing. It also helps demonstrate that there is effective control regarding the delegation of authority.
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£ 125.00
Nominee Director Service for Public Records for one year:
It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body.
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