Corporate considerations for working remotely

Electronic Signing

Notwithstanding COVID-19, organisations continue to enter into or renew existing contractual arrangements. Due to remote working the conventional methods of signing may no longer be available.

Electronic signatures are valid under the current laws of England & Wales, so there is no reason not to use them, provided the person signing the document or deed intends to do so; and any formalities relating to execution of the document or deed are satisfied (such as presence of a witness).

They can prove invaluable for organisations seeking to maintain business as usual while working remotely. They can take the form of encrypted e-signature platforms; or electronic signatures or scanned signatures which are affixed to the contract.

Businesses who are looking to sign deeds electronically should be careful to ensure they are validly executed. We recommend you check in with us just to make sure.

Remote Board Meetings

First, you need to review your company’s articles of association. Ask yourself the following questions:

• Are there any restrictions? For example, where or how board meetings should be held or how notices of board meetings should be provided or communicated?
• Do your company’s articles expressly allow board meetings to take place remotely?
• Do your company’s articles require updating to allow for remote board meetings? Depending on the content of the articles of association, it is sometimes recommended that the articles be amended to remove problems concerning quorum and the conduct of voting when the directors/shareholders are not together in one location. For example, it is usual for articles to deem a director present where such director can speak and be heard by each other director at the meeting.

Once the articles of association have been reviewed and if the board meeting can be conducted remotely, it would only be effective with the express consent of each of the participants entitled to receive notice of such meeting.

The method used, i.e. video call, conference call, must be of an adequate standard so that all participants can hear and be heard, and you should still adhere to quorum and voting requirements.

At the end of the meeting, minutes should be circulated to each director for approval to ensure they are a correct record of what took place and the decisions made during such meeting.

If you require assistance reviewing or amending your articles of association or advice regarding valid execution of documents electronically, please get in touch.