Paperless Company Board Minutes and electronic signing

Paperless Company Board Minutes and electronic...

Didn't find your answer?

Do Company Board Meeting Minutes (i.e. voting and interim dividend) need to be physically signed, or is it sufficient for them to be written up and saved digitally (not signed and never printed out)?

If they do need signing, can they be signed digitally, and if so, what software or application would anyone recommend to do this please?

In fact on the topic of digital signatures, is anyone using a system they recommend for Board Minutes, accounts, engagement letters and other documents please?

Thanks

Replies (13)

Please login or register to join the discussion.

By Tim Charles
08th Dec 2011 12:19

Echo Sign is very good and easy to use for electronic signatures

http://www.echosign.com/ 

Thanks (0)
avatar
By chatman
08th Dec 2011 13:01

Never worked out how you would use Echosign

I have never  worked  out how you would evidence an Echosign signature in court if the need arose.

Thanks (0)
avatar
By justsotax
08th Dec 2011 13:38

could you use a tablet (ipad etc) to do this...

set up the format, and then just fill in the blanks on screen, get the client to sign on the tablet and then either save that to file or print off? - would this be valid?

Thanks (0)
avatar
By chatman
08th Dec 2011 13:44

Proving Digital Signature in Court

Not sure if justsotax's comment is a response to mine, but  just to clarify, I understand how to digitally sign using Echosign; I just don't understand how you would prove to a court that this had been done.

Thanks (0)
Jennifer Adams
By Jennifer Adams
08th Dec 2011 13:58

No hard and fast rule.

There is no hard and fast rule. I covered this in my article dated 03.08.11 titled 'Board Meetings - Get the details right'.

A more detailed discussion on the same subject is to be found on 'The Company Secretary' blog dated 20.05.11 'Can minutes and stock transfers be held electronically?'.

I would suggest that you read both. My article states that the Companies Act is no help just stating that minutes are required with s 1134/1135 confirming that company records include minutes - company records can be held in electronic format but that they 'must be capable of being reproduced in hard copy if required'.

I would suggest that you read the blog as there are comments made by solicitors which are interesting.

Remember, as my article states ' minutes are evidence'.

 

Thanks (0)
By Hosted Accountants Ltd
24th Jan 2012 16:26

Another vote for Echosign - clients love it !

Would be interested in the court answer but I would imagine (as it can be printed with references) that surely it would hold up in court?

Thanks (0)
Replying to tom123:
avatar
By chatman
24th Jan 2012 16:33

Evidential Weight of Echosign

Hosted Accountants Ltd wrote:
it can be printed with references

What does this mean? What references? I'd be wary of trusting something just because someone else's clients love it.

Thanks (0)
By Hosted Accountants Ltd
24th Jan 2012 17:35

@Chatman

Hi

The numbers are phenomenal - have a look at their site - companies like Salesforce (with c3m sites) use it to sign customers. They process millions of documents but yes I agree you shouldn't just trust something without investigating it. 

By references I mean you can get and print a copy anytime of not just the document with a biometric signature (scribble) but also details of when it was sent, signed, etc.

My understanding is that since we adopted and implemented certain provisions of the EU’s Electronic Commerce Directive or more specifically the Electronic Communications Act 2000, e-signatures are legally admissible in the UK. 

The Consumer Credit Act was also amended in 2004 to allow for e-signatures.

What else should we be checking for with these services? They seem legally correct, have lots of customers, and our experience so far has been great.

Dan

 

Thanks (0)
avatar
By chatman
24th Jan 2012 18:55

@Dan

Yes, it is true that e-signatures were made specifically legally admissible, but to be honest, I do not see the significance of this; the court will always try to identify the intentions of the parties in a dispute, and if it could be shown in court that someone had participated in some electronic process to evidence their agreement to a contract, the court would hold them to it anyway, regardless of the Electronic Communications Act (assuming no other factors, such as duress).

My only concern has even been how easy it would be to prove in court that something had actually been electronically signed. To be fair, Charles Verrier (AWe contributor cverrier) seems to think it is not a problem proving an electronic authorisation in court and he seems to know what he is talking about, so Echosign is probably fine, but I would like to know exactly what one  would do in court to show that something had been electronically signed.

I currently accept email authorisations, believing that, if challenged, I could produce my laptop in court and pull up the original email, emails being easily understood by everyone.

Thanks (0)
By Hosted Accountants Ltd
26th Jan 2012 10:27

The Electronic Signatures Regulations 2002

 

Fair points. These are the 4 aspects that the court will look at:

An electronic signature needs to....

(a)be uniquely linked to the signatory,

(b)capable of identifying the signatory,

(c)created using means that the signatory can maintain under his sole control, and

(d)linked to the data to which it relates in such a manner that any subsequent change of the data is detectable;

I guess the fact that these systems link to secure (passworded) email and track the changes (which could be linked to IP address) are the main weight of evidence.

I agree however that yes, someone could argue that if their email password was shared or guessed then someone else could sign on their behalf. Quite tricky to find real cases of this but then I am not a legal expert.

Dan

Thanks (0)
avatar
By chatman
26th Jan 2012 12:30

But how would the court do it?

@Dan - It is clear that the court needs the evidence you describe, but my question is (and has always been) "how would they do it?".

Thanks (0)
Replying to Duggimon:
By Hosted Accountants Ltd
26th Jan 2012 17:41

But how would the court do it?

Presumably the electronic (signing) process would be demonstrated using a projector, and the judicial staff would argue/assess/persuade the jury as to whether the 4 key points of the 2002 Act were covered. Of course a contract signed with a pen could also be contested as "fake" by a defendant.

With an electronic signature however this could also be combined with a cross-reference of the persons whereabouts (IP address and phone records), network access log, and presumably any other evidence that may be of interest.

I'm not convinced it would make the most riveting edition of CSI however!

Dan

Thanks (0)
avatar
By chatman
26th Jan 2012 17:53

Practicalities

I would have thought the most likely scenario would be a county court, with no jury, and one would have to pay for one's own expert witnesses, so a laptop would be sufficient.

I understand how it is possible to prove these things, but in a court with just a judge you need to consider practicalities. If the judge said "How do I know that the screen you are showing me is an electronic signature or evidence thereof?", how would I prove it to him, short of paying for an expert witness to come along? And if I did want to pay an expert witness, would a judge be willing to adjourn the case to allow me to do so?

Having said that, I suppose the same could happen if the  other side denied that a signature was his; I would have to get a handwriting expert, so maybe there is no difference after all.

Thanks (0)