“To help with the signing burden placed on our directors and Company Secretary we are thinking of using Corporate Directors and a Corporate Company Secretary to sit alongside the “usual” directors. Does anyone have any experience in using Corporate Directors/Company Secretary and if so, can they share their experience of them – good or bad?”
We have used corporate officers previously but do not do so now. We made the change when the Companies Act 2006 introduced a requirement to have at least one natural director. The only real advantage in our experience is that changes of personnel can be implemented more easily (i.e. you only make the change for the corporate officer company rather than all companies). The disadvantages (which in our view outweigh the advantage) are that the execution block on documents is more complex (i.e. you have to explain that the individual is signing on behalf of the corporate officer company that in turn is an officer of the subject company) and the relationship is also more complex to explain (particularly abroad) if you are asked to evidence the chain of authority. We concluded that it’s easier simply to appoint more individuals if we need more signatories.
We have a corporate secretary as standard for our UK companies, with a list of signatories from the business able to sign on behalf of that Company Secretary. Any other way would be cumbersome I feel.
I’d suggest delegation of authority to execute documents to other senior executives, with clear limits (either financial or in terms of materiality, liability etc.) This works well, particularly, if you align the delegation with individuals’ functional responsibilities so that they have knowledge of the matters covered (e.g. HR, IT, Property).
From an admin point of view it is quite useful as once your corporate is a director on your subsids, an appointment to the corporate give you a new signatory across all of your subsids. Proved handy on a number of occasions.
Sometimes caused a bit of an issues overseas with third parties questioning this practice; ended up with extra notary fees to prove authority to sign.
We have a corporate secretary (5 qualified CoSec’s are authorised signatories of the corporate Secretary), in addition we use an authorised signatory list extending beyond the directors and corporate secretary. The list comprises additional senior management in A and B lists and is restrictive in what combination of certain A and B signatories can sign. We try to have a consistent list of signatories across different categories of group companies (holding, regulated, operating, dormant etc) for ease of administration / oversight.
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