Drafting of powers of attorney, minutes and resolutions

Kent Notaries can assist your company with drafting of powers of attorney, minutes and resolutions (including litigation and setting up branches overseas).

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Drafting of powers of attorney

Kent Notaries can assist your company in notarising a range of documents to facilitate the smooth operation of your business. From ensuring that your company is ready for unexpected situations to assisting you with overseas expansion, our notarial services will provide you with the necessary corporate documents to meet the needs of your business.

Power of attorney

Nominating a corporate power of attorney ensures that your company can still be effectively managed in unforeseen circumstances.

A power of attorney, usually given by the directors or shareholders of a company, is a document which provides a nominated individual with the power to exercise control over the company in the event that the managing directors lose the mental capacity to do so or are unavailable.

Features of a corporate power of attorney

The nominated individual may carry out the following responsibilities on your behalf:

  1. Facilitate business transactions
  2. Sign and endorse cheques
  3. Purchase and lease property
  4. Provide receipts and settle accounts
  5. Commence and defend legal proceedings
  6. Explore professional assistance
  7. Execute deeds

When establishing your corporate power of attorney, you may also restrict its functions to suit your company’s needs, such as limiting the powers to act on large sums.

General requirements

Before appointing a power of attorney, your company’s articles of association and shareholder agreements will need to be reviewed to ensure that no prior restrictions have been put in place.

You should also ensure that your company’s governing documents are up to date as you may be able to rely on a statutory right in the event that your company’s articles do not allow for the appointment of a power of attorney.

Minutes

Corporate minutes are used to record all information relating to corporate or professional meetings. These minutes must be stored in a company’s business records for at least 10 years and may be needed in order for a company to retain their legal status.

Records of meeting minutes serve as definitive evidence for all attendees and activities which took place during the meeting and will be used as evidence in courts unless proven otherwise.

Features of corporate minutes

Information recorded in a corporate minutes document include:

  1. Date, time and location of meeting
  2. Attendees (including any parts of the meeting that was missed) and absentees
  3. Purpose of meeting
  4. Outcome of meeting, including any voting action
  5. Time the meeting was adjourned


General Requirements

The law requires minutes of board meetings to be kept unbiased and comprehensive, with clear records of all topics of discussion, debate and voting. You must ensure that all information disclosed within a corporate minutes document is accurate and factual, providing an impartial and robust account of the meeting.

Resolutions

A company resolution is an agreement which is passed when a majority of votes is casted by the directors or shareholders of the company. It is produced by the board of directors of a company and details binding corporate action decided on by the company as a whole.

Types of company resolutions

The following 3 types of resolutions are available to shareholders:

  • Ordinary Resolutions – passed by a simple majority (above 50%)
  • Special Resolutions – passed by a 75% majority
  • Written Resolutions – votes are casted by signature, and may be ordinary or special.

 

Bringing your business abroad?

If you are looking to expand your business by setting up new branches overseas, you will likely need to present notarised documents to foreign authorities. From certifying required documents when buying property abroad to appointing a power of attorney, Kent Notaries can help you notarise a range of documents to help you get your business up and running.

CONTACT US FOR OUR EXPERT ADVICE

Kent Notaries, the trading name of Woodcock Notary Public Limited, is a progressive, modern firm who provides convenient solutions for all your notarial needs. We also offer additional services such as apostille, legalisation, translation and document drafting if required.

We offer mobile notarial services at a location of your choice throughout Kent and the surrounding areas.

Get in touch with our experts to find out more about our competitive pricing packages.

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