Electronic Signing of Written Resolutions

Imagine this: a company’s board needs to approve a major contract overnight. The directors are spread across cities, even countries, and the clock is ticking. Do they wait to meet in person, or can the decision be made digitally, and still hold up under the law? This is the modern dilemma of digital governance.

As organisations become increasingly global and technology-driven, the process of signing and circulating resolutions electronically has shifted from convenience to necessity. Yet questions remain about how companies can preserve accountability, authenticity, and compliance when signatures are collected with a click.

Electronic written resolutions have become a cornerstone of agile governance for UK and Jersey companies. They allow directors and shareholders to make decisions faster, without sacrificing traceability or oversight. But to use them correctly, businesses must understand the evolving legal frameworks that give these digital approvals their power.

What Is a Written Resolution

A written resolution allows directors or shareholders to make formal decisions without convening a physical or virtual meeting. When executed correctly, it carries the same legal standing as a resolution passed at a general meeting. Written resolutions are typically used for routine matters such as approving financial statements, appointing directors, or authorising transactions.

The move toward electronic written resolutions has transformed how private companies operate. They make it possible to approve matters through digital consent or e-signature platforms, removing delays associated with travel and scheduling. Under UK company law resolutions, companies may circulate and sign resolutions electronically if their articles of resolution allow it and all members have consented to receiving electronic communications.

Legal Acceptance of E-Signatures & Digital Delivery

Electronic circulation and signing of written resolutions for UK private companies are permitted under the Companies Act 2006, provided members have consented to receiving electronic communications, the method used (e.g., email, website) does not cause undue delay, and the articles of association allow it. Electronic signatures are acceptable, and a company can even use a dedicated electronic platform for signing, but the method of signing and return must be clearly set out in the accompanying instructions to the resolution.

This development is supported by legal commentary and case practice. Penningtons Manches Cooper notes that written shareholder resolutions may be circulated electronically under section 291(3) of the Companies Act 2006, as long as they comply with electronic communication provisions. The firm stresses the importance of reviewing a company’s articles or society rules before proceeding with digital delivery and ensuring e-signature processes meet formal communication standards. They also advise that an E-signature for resolutions should be treated the same as a physical signature, provided the company’s procedures confirm authenticity and consent.

Similarly, CMS Law highlights that resolutions in writing, including those executed electronically, are valid so long as each eligible member or director signs and there is no restriction in the company’s constitutional documents. In its report on Electronic Signatures & E-Signing Platforms, CMS cites the Law Commission’s 2019 findings confirming that English law supports the use of electronic signatures for corporate documents where permitted by statute and company rules. This provides businesses with confidence that digital execution, when done correctly, is legally binding.

As Jerri-Lea Brown, Founder of Sage Governance, explains: “Electronic signatures have moved from convenience to compliance necessity. Boards that integrate them effectively not only streamline their processes but also strengthen transparency and accountability.”

Circulating Written Resolutions Electronically

Once consent for electronic communication is established, companies can implement an electronic circulation process. This might involve email, online document platforms, or secure web portals. What matters most is that every eligible shareholder or director receives the same information at the same time, maintaining fairness and compliance.

To make electronic circulation effective:

• Confirm permissions for electronic communication in the articles of association.

• Ensure secure distribution through trusted platforms or encrypted email.

• Provide clear instructions for signing and returning the document.

• Track acknowledgements and responses to verify the voting threshold is met.

A brief explanatory note should accompany every resolution to provide context and prevent misinterpretation. Penningtons Manches Cooper advises including precise signing instructions to avoid disputes later, while CMS Law suggests defining voting deadlines and storage methods upfront. These small procedural details protect the company’s decision-making integrity.

Compliance Tools and Audit Trails for Resolutions

Digital signing platforms such as DocuSign, Adobe Sign, and Inform Direct have made compliance easier. These systems create an audit trail for resolutions, recording each approval, timestamp, and IP address. The data serves as proof that the signatory intended to approve the resolution, ensuring its authenticity if ever challenged.

However, technology alone is not enough. Companies must document how each written resolution was circulated, who approved it, and when. This forms part of corporate secretarial best practices, ensuring all legally valid electronic resolutions can withstand regulatory scrutiny. Regular internal reviews and secure document retention policies further reinforce compliance.

Before implementing any digital approval system, companies should assess how their chosen platform meets legal and security standards. For example, does it verify the signatory’s identity? Does it maintain long-term accessibility of signed documents? These practical checks can prevent future disputes over validity.

Covid-Era Flexibilities Shaping Modern Governance

The Covid-19 pandemic significantly accelerated the acceptance of electronic written resolutions and other remote governance methods. During lockdowns, companies needed to continue making decisions even when in-person meetings were impossible. Temporary provisions under the Corporate Insolvency and Governance Act 2020 allowed virtual AGMs, remote voting, and flexible signature collection. Many of these adaptations have since evolved into standard business practices.

As Jerri-Lea Brown notes: “Covid-19 forced governance to evolve. The companies that embraced electronic resolutions early found that efficiency and transparency are not mutually exclusive; they go hand in hand.”

Today, both UK and Jersey authorities encourage the continued use of digital approval mechanisms, provided companies maintain robust verification and record-keeping processes. The long-term result is a governance landscape that values both speed and accountability.

Best Practices for Managing Digital Resolutions

For companies seeking to adopt or refine their electronic written resolution process, the following best practices apply:

• Confirm your articles of resolution authorise electronic communication and signing.

• Obtain written consent from all members or directors before implementing electronic procedures.

• Use reliable, legally recognised e-signatures for board resolutions.

• Ensure consistent record-keeping with a verifiable audit trail for resolutions.

• Establish clear voting deadlines and maintain long-term digital storage.

• Review your approach annually to align with evolving UK company law resolutions and local guidance in Jersey.

By following these steps, boards can manage digital approval processes confidently, balancing efficiency with legal integrity. Technology has changed how decisions are made, but governance principles remain the same: clarity, fairness, and accountability.

FAQs

Are electronic written resolutions legally binding under UK and Jersey law?

Yes. Both the UK’s Companies Act 2006 and the Companies (Jersey) Law 1991 recognise electronic written resolutions as legally valid, provided they meet consent and procedural requirements. Companies must ensure that members agree to receive electronic communications and that e-signature methods comply with corporate governance rules.

What tools can help ensure compliance when circulating written resolutions electronically?

Digital governance platforms such as DocuSign, Adobe Sign, and Inform Direct are designed to support compliance. They create a verifiable audit trail for resolutions, record timestamps, and confirm each signer’s identity, making them suitable for companies seeking to meet legal and record-keeping obligations.

How can companies prevent disputes over the authenticity of e-signatures?

To prevent disputes, companies should clearly define signing instructions, use secure e-signature for resolutions platforms, and maintain a digital audit trail. It’s also important to review articles of resolution regularly to ensure they allow electronic communication and signing under UK company law resolutions.