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Coddan CPM Ltd. – Company Registration Agent in the UK

Follow a defined route from identifying the required corporate authority to preparing the appropriate power of attorney or supporting authority evidence.

Step 1
Identify Required Authority
Step 2
Confirm Transaction Requirements
Step 3
Verify Corporate Authority
Step 4
Define Authority Scope
Step 5
Prepare Authority Evidence
Step 6
Confirm Recipient Requirements
Companies Registry's e-Services Portal Non-For-Profit Companies Set Up and Certify Documents Certified Powers of Attorney & Corporate Authority Evidence

Certified Powers of Attorney & Corporate Authority Evidence

Coddan Verification and Documentary Solutions Centre

Powers of Attorney, Authorised Signatory and Corporate Authority Evidence

Establish who is expected to act, for which transaction, in what capacity and under which existing source of authority before selecting the document that must evidence it.

Authority is specific—not a label attached to a person. A director, officer, employee, shareholder, person with significant control, agent or attorney does not acquire universal power to complete every company transaction merely through that status.

Is this the right service?

When this service may help

Use this service only where a recipient needs evidence that an identified person may complete a defined transaction, act or representation for an identifiable company or organisation at a relevant date.

The act is defined

The contract, deed, filing, mandate, appointment, application, representation or other transaction can be identified.

The person and capacity are known

The proposed signatory, agent, attorney or representative and the capacity in which that person is expected to act can be established.

An existing source is assessable

The constitution, decision, delegation, mandate, power or contractual source can be located and checked.

The required evidence can be defined

The jurisdiction, relevant date, recipient, required form and Coddan’s role can be established.

Reserved basis: subject to confirmation of the company, jurisdiction, transaction, authority chain, relevant date, execution status, recipient instructions and any necessary legal or regulatory advice. This service prepares evidence of supportable existing authority; it does not create authority that is missing.

What proves authority?

Different facts and instruments perform different jobs

The documentary route begins by separating status, internal approval, delegated power, execution formalities and recipient acceptance.

Status

Director, secretary, employee, member, shareholder or people-with-significant-control information identifies a role or relationship—not every power the person may exercise.

Corporate approval

A board, member, trustee or committee decision may approve an act or delegation, subject to the correct decision-maker and governing procedure.

Authority instrument

A delegation, mandate, agency agreement or power of attorney states what another person may do and within which limits.

Execution and acceptance

The method of signing or executing the transaction document and the recipient’s evidential requirements are separate from the internal decision.

A Companies House officer entry, register entry, Certificate of Incumbency, resolution, signatory list, specimen signature, power of attorney, legal opinion, notarial certificate and certified copy are not interchangeable.

Transaction-specific control

“Authorised” must answer: authorised to do what?

The authority review is tied to the exact act, transaction document, relevant date, proposed capacity and recipient—not to a general description of the person.

Act and document

Identify what must be agreed, signed, executed, filed, submitted, appointed, borrowed, secured, acquired, disposed of or represented.

Capacity

Distinguish signing for the company, signing as agent or attorney, witnessing, certifying, approving and delivering.

Limits and conditions

Identify any value, territory, counterparty, subject-matter, time, joint-signing, consent or implementation restriction.

Recipient instructions

Confirm the institution’s requested evidence, form, original or copy status, execution method and any professional statement.

Officeholding versus authority

A role may be relevant without being the complete answer

Director

Appointment does not alone establish that the director may make every decision individually or sign every transaction document.

Secretary or employee

Office or employment does not automatically confer every company power; the actual mandate or delegation must be identified.

Member, shareholder or PSC

Ownership, membership or control status is not the same as directors’ power or transaction-specific authority.

Authorised signatory

This is not a universal statutory office. The source, act, institution, value, period and conditions covered by the mandate must be identified.

A specimen signature may assist identification of a signature. It does not itself create the legal or corporate authority to use it.

Authority chain

One document may be only one link

The shortest sufficient evidential set may need to connect company identity, governing power, corporate approval, delegation and transaction execution.

1 · Governing source

Applicable legislation, operative articles, governing document or contractual framework.

2 · Corporate approval

The existing board, member, trustee or committee decision where required.

3 · Authority instrument

Delegation, mandate, agency instrument or power of attorney defining the authorised person and scope.

4 · Transaction execution

The contract, deed, filing or other document and evidence that the stated authority applied when it was executed.

Depending on the request, supporting evidence may also include committee terms, identity material, a specimen signature, evidence of continuing effect, a company statement, a Certificate of Incumbency, a legal opinion or a separately justified notarial act. Every recipient does not require the complete chain.

Power of attorney

The instrument, the approval and its continuing effect remain separate

For a power governed by the law of England and Wales, the Powers of Attorney Act 1971 and the Companies Act 2006 may be material. A different jurisdiction may apply different creation, execution, proof and recognition rules.

Grant and execution

Identify who approved the grant, who executed it for the company, the governing jurisdiction and whether execution as a deed was required.

Scope

Distinguish general and specific authority and record every transaction, financial, territorial, temporal, substitution or procedural limit.

Continuing effect

Check expiry, revocation, replacement, dissolution, winding up, exhaustion and any provision addressing irrevocability or continuing effect.

Use and proof

Confirm how the attorney must sign and whether the recipient requires the original, a sufficient or certified copy, a non-revocation statement or other evidence.

A power of attorney is not required for every authorised signatory, does not replace a corporate approval that was independently required, and is not automatically recognised in another jurisdiction. Personal lasting and health-and-welfare powers are outside this service.

Contract, document and deed execution

Approval, signing and statutory execution are not the same step

QuestionPossible sourceControl point
Could the company enter the transaction?Legislation, constitution and any regulated or contractual restriction.A disputed capacity question may require legal advice.
Was the transaction approved?Existing board, member, trustee or committee decision.Use Board Minutes, Members’ Resolutions and Corporate Decision Documents for Evidential Use for the decision document and its readiness.
Could this person act?Constitution, delegation, mandate, agency source or power of attorney.Scope, date, conditions and continuing effect must match the act.
Was the document executed correctly?Applicable execution law and the final document’s execution provisions.A contract, company document and deed may require different analysis.

Under the Companies Act 2006, specified statutory execution methods are available to companies, but the applicable law, document type, company structure and facts must be checked. This service does not publish a universal rule that every document requires one director, two directors, a director and secretary, a witness, a seal or an attorney.

Current, historic and continuing authority

Authority must exist at the date that matters

Current

Confirm the person’s present capacity and whether the decision, mandate, delegation or power remains effective now.

Historic

Use the constitution, officeholders, decisions, instruments and company status applicable at the transaction date—not today’s position.

Transaction-limited

A past approval or power may have been conditional, value-limited, exhausted by use or confined to one counterparty or document.

Present officeholding does not prove historic authority; historic officeholding does not prove current authority. A later resignation does not yield one universal answer about every earlier mandate, and a disputed continuing-effect question may require legal advice.

Provenance and documentary status

Do not upgrade an unsupported document by changing its label

Draft or unsigned

A working document is not described as a final mandate, executed power or operative authority merely because its wording appears complete.

Signed or executed

Identify the signatories, capacities, date, witnessing, seal, deed status, counterparts and any delivery condition that can be supported.

Original, scan or copy

A scan, signature image, printout or ordinary electronic file is described according to its true source and status.

Continuing effect

Certification of a copy does not prove non-revocation, unexpired authority, satisfied conditions or enforceability.

No decision, delegation, attorney, signatory, transaction, date, signature, witness, seal, mandate, power, condition, revocation, company representation or certification wording will be invented.

Evidence form and source

Select the document that answers the authority question

Public company evidence

Companies House information, a filing image, certified filed copy or company certificate may establish identity or filed facts, but not every private authority.

Internal authority evidence

The constitution, decision, delegation, mandate, agency instrument, power and transaction document may need to be reviewed together.

Private statement or extract

A supported company statement, resolution extract or Certificate of Incumbency remains private evidence and must state its source, date, purpose and limits.

Professional conclusion

A legal opinion or notarial act is used only where independently required and within the appointed professional’s verified role.

Certification boundary: subject to confirmation of the source document, authority chain, relevant transaction and date, execution status, required certifier, signatory capacity and recipient instructions. Private certification does not convert authority evidence into a Companies House product.

Paper and electronic form

Legal possibility and recipient acceptance are separate

An original paper instrument, electronically executed original, counterpart, scan, printout and certified copy have different provenance. An electronic signature is not automatically suitable or unsuitable.

Applicable procedure

The document type, jurisdiction, signature platform, witnessing, certification and filing or registry procedure must be checked.

Physical presence

Where applicable law requires a signature in a witness’s presence, electronic signing does not automatically remove the presence requirement.

Later treatment

A later notarial, apostille, translation or diplomatic stage may require a particular signed form, certification or sequence.

Verification date and reliance

State exactly what the evidence establishes

Identity and capacity

Name the company, proposed actor and precise capacity in which the person is expected to act.

Source and scope

Identify the authority documents reviewed, permitted act, limits, conditions and evidence concerning continuing effect.

Date and limitations

State when the evidence was checked, the relevant transaction date, any missing documents or discrepancies, information supplied by others and the limits of the statement.

The evidence does not automatically cover another transaction, survive every later change, establish foreign-law recognition, decide enforceability or guarantee acceptance.

How the service works

Six stages from authority question to evidence

  1. IdentifyIdentify the company, jurisdiction, recipient, transaction, proposed representative, capacity and relevant date.
  2. ClarifyIdentify exactly what the person is expected to do and what evidence the recipient requires.
  3. SourceIdentify the statutory, constitutional, decision-based, contractual or delegated source and supporting chain.
  4. CheckCheck provenance, execution, scope, limits, conditions, continuing effect and readiness.
  5. SelectSelect the shortest sufficient mandate, decision, power, statement, copy, opinion or other route.
  6. ConfirmConfirm written scope, responsibilities, reliance limits, charges, certification, submission and delivery.

Documentary readiness

Authentication cannot manufacture authority

Evidence checks

Company, jurisdiction, constitution, decision, delegation, instrument, execution, limits, conditions, transaction document and continuing effect.

Stop conditions

Missing approval, absent mandate, ungranted power, defective execution, exceeded limit, expiry, revocation, unsatisfied condition, disputed authority or dissolved status.

Work that must happen first

Correction, a new company decision, creation of new authority, possible ratification, legal analysis, filing, record reconstruction or restoration must be handled through the appropriate company, official or professional procedure.

Copying, extracting, signing, witnessing, certifying, notarising, apostilling, translating or legalising a defective authority document does not repair the underlying defect.

Ownership boundaries

This service connects ready sources without replacing their specialist functions

Incumbency and officeholder status

Private incumbency and officeholder evidence. Status may support the chain but is not universal authority.

Constitution

Identification of the operative articles, objects and governing document on which the authority may depend.

Corporate decision

The existing board, member, trustee or committee decision and its documentary readiness.

Internal company record

Existing statutory-register and company-book evidence, which does not itself grant transaction authority.

Legal-opinion boundary: disputed capacity, actual or apparent authority, validity of approval or delegation, directors’ duties, ratification, enforceability, foreign recognition, property law, charity law, tax or regulatory effect belongs to an appropriately qualified adviser—not to unsupported documentary assembly.

Later treatment

Authentication is separate and never automatic

International use alone does not establish that notarisation, an apostille, translation, Chamber certification or diplomatic legalisation is required.

Notarial act

Controlled by the appointed individual notary. It does not repair defective corporate approval, authority or execution.

Apostille

Eligibility and issue are controlled by the Foreign, Commonwealth and Development Office. An apostille does not decide the instrument’s legal effect.

Translation or diplomatic stage

Controlled by the translator, embassy or consulate under its own requirements and sequence.

The source, governing law, execution method, signature, certifier, capacity and destination should be established before signing, witnessing, certification or later treatment. The receiving authority controls final acceptance.

Responsibility map

Who is responsible for each part of the work?

Company and decision-makers

The company remains responsible for its powers, approvals, delegations, mandates, transactions, filings and representations.

Representative or attorney

The person acting remains responsible for acting within the authority actually granted and in the stated capacity.

Coddan

Identifies, reviews, prepares or coordinates the existing authority-evidence route within verified authority and agreed written scope.

Institutions and professionals

Companies House, regulators, banks, legal advisers, notaries, the FCDO, translators, embassies and recipients control only their respective products, acts and decisions.

Commercial scope

What may affect cost and timing

No artificial package, unsupported price or promised processing period is used. Scope follows the transaction and condition of the existing authority evidence.

Authority complexity

Company type, jurisdiction, transaction, relevant date, number of actors, constitutional sources, decisions, delegations, limits and continuing-effect checks.

Evidential work

Document sourcing, comparison, extracts, statements, copies, required certifier, Coddan’s professional work and official or independent professional products.

Later and preliminary stages

Signatures, witnessing, delivery, notarial work, apostille, translation, diplomatic charges, courier and separate correction, governance, legal, ratification or restoration work.

The written scope should distinguish Coddan’s professional charge, official charges, independent professional and third-party charges, delivery charges, and circumstance-dependent preliminary or additional work. Value Added Tax treatment is confirmed only where applicable and established.

Related specialist routes

Enquiry information

What to tell Coddan so we can identify the correct authority evidence

Provide as much as you know. “Not known” is an acceptable answer. You do not need to decide the correct source, execution method, certifier or later route yourself.

Company and jurisdiction

Name, registration number, legal structure, incorporation jurisdiction and date if known, current status and any proposed or commenced strike-off, dissolution or restoration.

Recipient and purpose

Recipient, transaction or intended use, destination country, governing law if specified, exact document terminology, written checklist or sample wording and deadline with its reason.

Person and capacity

Name of the proposed actor; whether described as director, secretary, officer, employee, agent, attorney, trustee, representative or authorised signatory; and the capacity expected.

Act and relevant date

Exact contract, deed, filing, bank mandate, borrowing, security, asset transaction, appointment, consent, application or representation and whether authority must be current or historic.

Governing sources

Operative articles or governing document; available board, member, trustee or committee decisions; and any contractual or statutory source relied upon.

Delegation and instruments

Available delegation, mandate, signatory list, specimen-signature record, agency agreement or power of attorney; who granted it; date and execution method.

Scope and continuing effect

General or specific scope, value, territory, subject, counterparty, period, joint-signing rule, conditions, substitution rights and any expiry, revocation, suspension, replacement or prior use.

Execution and presentation

Required signatories, deed wording, witness, seal, counterpart, delivery, original or copy status, certification, professional qualification, identity evidence and paper or electronic form.

Consistency and later stages

Any conflicting or missing document; Companies House discrepancy; requested or completed notarisation, apostille, translation or diplomatic stage; language, sequence, submission and delivery destination.

Send this information through Coddan’s normal website contact details. This section is an information checklist only and does not transmit an enquiry.

Frequently asked questions

Powers of attorney, signatories and corporate authority

What is corporate authority evidence?

It is the document or supported chain showing why an identified person may perform a specified act for a company at the relevant date and within stated limits.

Is officeholding the same as authority to act?

No. Officeholding may be part of the evidence, but transaction authority depends on the applicable law, constitution, decisions, delegations and document involved.

Does being a director allow a person to sign every company document?

Not automatically. The decision-making power, delegation and applicable execution method must be checked for the transaction.

Can one director bind a company alone?

There is no safe universal answer. Contractual authority, the constitution, board composition, approvals and statutory execution rules may lead to different outcomes.

Does a company secretary automatically have signing authority?

No. The office does not itself confer every transaction power. The relevant mandate, delegation or statutory execution role must be identified.

Do membership, shareholding or PSC status create authority?

Not by themselves. Ownership, membership and control status remain distinct from power to bind or represent the company.

What is an authorised signatory?

It is a person authorised under an identified source to sign specified documents or perform specified acts. It is not a universal statutory office.

Does a specimen signature prove authority?

No. It may help identify a signature but does not create or define the power to use it for a transaction.

What is the difference between a board resolution and a power of attorney?

A board resolution records a directors’ decision. A power of attorney is an authority instrument empowering an attorney. A resolution may approve the grant but is not automatically the power itself.

What is a corporate power of attorney?

It is an instrument by which a company empowers an attorney to perform acts within its stated scope. Creation, execution and use depend on the applicable jurisdiction and company authority.

Must a corporate power of attorney be executed as a deed?

Under the law of England and Wales, the Powers of Attorney Act 1971 and Companies Act execution provisions are material. The governing jurisdiction must be confirmed; this is not stated as a universal UK or foreign-law rule.

Can every director grant a power of attorney?

Not automatically. The company’s governing powers, decision-making requirements and the execution of the instrument must be checked.

Can an attorney appoint another person?

Only where the instrument and applicable law permit substitution or further delegation. No general right is assumed.

How can I establish that a power remains in force?

Review its terms, date, duration, conditions, company status and evidence of revocation, replacement or exhaustion. Recipient-specific non-revocation evidence may be required.

Does certification prove that a power has not been revoked?

No. Certification of a copy ordinarily addresses the copy, not continuing effect, unless the authorised certifier properly makes a separately supported statement.

Can a power be limited to one transaction?

Yes. Scope may be transaction-specific and subject to value, territory, counterparty, time, conditions or other limits.

What is the difference between an agent and an attorney?

Both may act for another, but the legal source, form and permitted acts can differ. The document and applicable law must be identified rather than treating the terms as interchangeable.

How do the company’s articles affect authority?

They may allocate directors’ powers, decision procedures and delegation powers. Use Articles, Objects and Constitutional Documents for Evidential Use to identify the operative version; disputed interpretation requires legal advice.

When is a board or member decision required?

That depends on legislation, the operative constitution, transaction and any reserved matter. Existing decision evidence is handled through Board Minutes, Members’ Resolutions and Corporate Decision Documents for Evidential Use.

Does filing a resolution prove transaction authority?

Not by itself. Filing may evidence delivery of a document but does not resolve every question about approval, delegation, conditions or execution.

Does Companies House confirm who may sign for a company?

Companies House records officers and filed information and supplies official products. It does not determine every private transaction-authority question.

Can a Certificate of Incumbency prove transaction authority?

It can state supported facts within its scope, but naming an officeholder does not automatically establish authority for every transaction. Use Certificates of Incumbency and Officeholder Evidence for the incumbency question.

What is the difference between signing a contract and executing a deed?

They can involve different legal rules and formalities. The document, jurisdiction, capacity, authority and execution method must be checked.

Must every company document be signed by two people?

No universal rule applies to every document. The transaction, applicable law, constitution and selected execution route determine what is required.

Can a company execute a document through an attorney?

The Companies Act provides a route for execution by an attorney under an instrument executed as a deed, but the actual grant, scope, jurisdiction and transaction must be checked.

Can an authority document be signed electronically?

Possibly, depending on the instrument, applicable law, execution and witnessing requirements, registry procedure and recipient acceptance. It is not assumed.

Is a scanned signature sufficient?

Not automatically. A scan does not by itself establish identity, authority, intention, witnessing, valid execution or recipient acceptance.

Must the recipient receive the complete authority chain?

Not necessarily. The shortest supported set should follow the recipient’s confirmed requirement, transaction and risk without concealing a material qualification.

Who can certify an authority document?

That depends on the document, source, statement and recipient. The certifier must have the necessary evidence, access, professional capacity and authority; there is no universal rule.

Is a private authority statement an official Companies House document?

No. It remains private evidence even where it refers to facts appearing on the Companies House register.

When is a legal opinion required?

It may be required where the recipient asks for one or where validity, capacity, interpretation, authority, execution, enforceability or foreign recognition requires a qualified legal conclusion.

Can Coddan create or backdate missing authority through this service?

No. This service assembles evidence of existing supportable authority. A new decision, delegation, power, correction or legal remedy requires a separate route.

Can this service ratify an unauthorised past act?

No. Ratification and its legal effect are separate governance and legal questions.

Can certification correct an invalid delegation or defective execution?

No. Certification cannot repair the underlying authority or execution defect.

What if the authority documents conflict?

The transaction route pauses while the sources, dates, hierarchy, later decisions and possible correction or legal owner are identified.

Does authority remain valid after a director resigns?

There is no universal answer. It depends on the source and terms of authority, the capacity in which it was granted, applicable law and later events.

What happens if the company is dissolved or restored?

Dissolution may affect authority and document availability. Authentication does not restore the company, and restoration does not automatically validate every historic authority or transaction. Use Documents of Dissolved, Restored and Former Companies where status affects the evidence available.

Does every overseas use require notarisation or an apostille?

No. The authority document, signature, destination and recipient instructions determine whether either stage is justified.

Must the authority evidence be translated?

Only where the recipient or competent authority requires it. Language, translator qualification and stage order should be confirmed first.

Is embassy or consular legalisation always required?

No. It is a separate diplomatic act used only where the destination procedure requires it.

Who decides whether the evidence is acceptable?

The receiving authority or recipient. Companies House and each professional or institution control only their own product, act or decision.

What information does Coddan need?

The company, jurisdiction, recipient, transaction, proposed actor, capacity, relevant date, governing sources, available authority documents, limits, execution status, discrepancies and required presentation. “Not known” is acceptable.

What affects cost and timing?

Jurisdiction, transaction complexity, number and condition of authority documents, historic checks, limits, conflicts, required evidential form, professional stages, preliminary work and delivery.

Principal outcome

The identified person, capacity and authority chain for the specified transaction

The result identifies the source of authority, its scope and limits, the relevant date, how the authority document was executed and the form of evidence required. If authority is missing, the appropriate company or legal work must take place first.

Identify the wider international route