Northern Ireland Board Resolution Authentication for Taiwan

A Northern Ireland board resolution records a company’s approval of a decision and, where stated, authorises people to carry it out. A bank, investment authority or business counterparty in Taiwan may request an authenticated resolution before accepting an account application, transaction or representative’s instructions.

Preparation starts with the company’s decision and the Taiwan recipient’s requirements. For an agreed UK authentication route, the document typically needs appropriate UK certification, a paper apostille from the Foreign, Commonwealth & Development Office (FCDO), and authentication by the relevant Taipei Representative Office (TRO).

Ginkgo Advisory helps review the proposed document, coordinate suitable certification, arrange FCDO legalisation and TRO London authentication where applicable, and organise delivery to Taiwan. Our service is led by a UK solicitor, with notarial involvement arranged where required. Ginkgo Advisory’s Taiwan document authentication service

For complete, eligible documents accepted for our express service, the FCDO stage normally takes around two working days. Company approval, preliminary certification, TRO processing, translation and delivery take additional time.

What is a Northern Ireland board resolution?

A board resolution is a decision made by the directors of a company registered in Northern Ireland, using the procedure applicable to that company. The resulting record should show what was approved, when approval took effect and any conditions or limits.

It may concern opening a Taiwan bank account, appointing an authorised signatory, approving an investment, entering a contract or granting a power of attorney. The wording should fit the actual transaction and the directors’ intended authority.

This guide focuses on private companies limited by shares. An LLP, partnership, charitable body or other organisation may use different governance procedures and documents.

Companies House does not create a company’s new banking or investment resolution. Its document services supply company certificates and copies of filed material. The company remains responsible for making and recording its decision. Companies House document services

Board resolution, minutes or certified extract: which document is needed?

Ask the Taiwan recipient what it will accept before preparing the final version.

Document	What it records or establishes
Resolution passed at a board meeting	A decision adopted through the company’s meeting procedure
Written directors’ resolution	A decision adopted through an available written procedure
Board minutes	The proceedings and decisions of a particular meeting
Extract from board minutes	Selected material from the complete meeting record
Certified extract	An extract accompanied by a suitable confirmation of its accuracy
Shareholders’ resolution	A decision made in the capacity of members
Power of attorney	Powers granted to an appointed attorney under the instrument

A person who is both a director and shareholder acts in different capacities when making board and member decisions. Confirm which approval is required rather than changing the document title to fit a template.

An extract can avoid disclosing unrelated business. It must still include the provisions and attachments needed to understand the approval, including restrictions on the authorised person’s powers.

When might Taiwan require an authenticated resolution?

Common situations include:

• Opening or updating a corporate bank or Offshore Banking Unit (OBU) account.
• Appointing account signatories or changing online banking permissions.
• Approving an investment by a Northern Ireland company.
• Authorising steps for a branch or representative office.
• Approving a contract, financing arrangement, guarantee or asset transaction.
• Appointing someone to submit documents or sign an agreed power of attorney.

The recipient’s checklist determines the supporting package. A resolution may need to accompany incorporation evidence, articles of association, director information, ownership records or a separate power of attorney.

Authentication does not guarantee that a bank will open an account. The bank may still need identification, ownership information, interviews and other checks relating to the company and its business.

Start with the correct company and its current articles

Use the full registered name and complete Companies House number. Preserve any NI prefix and leading zeros. A trading name, group name or Belfast address alone does not identify the legal entity making the decision.

Check the certificate of incorporation, any name-change certificates, the current articles and relevant amendments. An older company may have adopted historical provisions or its own modified articles. Identify the provisions that actually apply to it.

The government’s latest Model Articles are a reference point, not an automatic replacement for an existing company’s constitution. Later changes to model provisions do not automatically rewrite earlier companies’ articles. Government guidance on Model Articles and Table A

If several group companies participate in a transaction, identify which one is opening the account, investing, guaranteeing obligations or appointing a representative. One entity’s board resolution does not itself provide another entity’s approval.

How should the directors approve the resolution?

Review notice, quorum, voting eligibility, conflicts of interest and any additional approvals before choosing the procedure.

For companies using the relevant unmodified Model Articles, directors generally decide by a majority at a meeting or through the unanimous procedure in article 8. That procedure concerns all eligible directors and includes a quorum condition. The sole-director provision is conditional. Check the actual articles before relying on it. Model Articles for private companies limited by shares, articles 7–11

A bank’s form does not establish that the decision was properly adopted. Check that it accurately describes what happened and provides suitable places for the people required to sign or certify it.

If the directors use written consent, the record should describe a written decision. If a meeting took place, the minutes should accurately record its date, participants and relevant proceedings. Do not describe an event that never occurred or backdate a later approval.

Where remote participation is permitted, confirm the meeting procedure and communication arrangements. A valid remote board meeting does not, by itself, establish that remote witnessing is acceptable for a separate legal instrument.

Who must sign a Northern Ireland board resolution?

There is no single signature rule that answers every case. Separate these tasks:

• Adopting the directors’ decision.
• Signing or approving the meeting record.
• Certifying an extract or copy.
• Executing a contract, power of attorney or other instrument approved by the board.

The relevant articles, document type, certification purpose and recipient’s requirements determine the appropriate approach. Do not assume that every director must sign every set of minutes or that any two signatures prove valid approval.

For corporate execution under the law of Northern Ireland, section 44 of the Companies Act 2006 provides routes involving a common seal, two authorised signatories, or a director signing before an attesting witness. For that section, the statutory signatory categories are directors and an appointed company secretary. This is an execution provision, not a universal board-resolution signing rule. Companies Act 2006, section 44

If the resolution approves a separate power of attorney or deed, review that instrument’s own execution requirements before arranging signatures.

What should a Taiwan banking resolution include?

Use the bank’s current template where required, then check it against the company’s intended decision.

Item	What to make clear
Company identity	Full registered name and complete company number
Decision record	Meeting or written procedure, date and relevant approval
Bank relationship	Correct bank, branch and account purpose where required
Account details	Account type and currencies if specified by the bank
Authorised people	Full names, roles and the actions each may perform
Signing arrangement	Individual, joint or tiered authority
Financial limits	Amounts, currencies and any higher-level approval
Online banking	Rights to input, approve, release payments or administer users
Duration	Effective date, expiry, replacement or revocation terms
Supporting documents	Approved forms and clearly identified attachments

Authority to submit an account application and authority to transfer money are different. Specify both if both are intended.

Likewise, “any two of the listed signatories” differs from naming two particular people who must act together. If transactions above a limit need further approval, state the currency, threshold and approval procedure.

Review clauses covering borrowing, guarantees, security or delegation before approving a standard form. The directors should understand the powers the company is granting.

Director evidence, dates and changes after approval

Establish who held office and was eligible to participate when the decision was made. Where a different person will now implement it, check that person’s current authority separately.

Since 18 November 2025, UK companies are no longer required to maintain their own statutory registers of directors, directors’ residential addresses, secretaries and people with significant control. Relevant information must still be registered and updated at Companies House. Ask for appropriate current and historical director evidence rather than assuming an internal register of directors is always mandatory. Changes to company registers

Keep the decision date, extract date, certification date and authentication dates distinct. A recently certified copy of an older decision remains evidence of that older decision.

If a bank asks for recent approval, establish whether it accepts confirmation that the existing resolution remains in force or requires a new decision. A new director’s appointment does not automatically give that person bank signing powers.

If the company has changed its name, provide the relevant evidence and any necessary updated decision. Do not alter a page after it has been certified or authenticated.

What does certification and authentication establish?

A private company resolution needs an appropriate certification basis for the chosen route. Possible tasks include checking identity and signatures, certifying a copy, verifying a record or certifying an extract. These tasks have different purposes.

Agree the required wording before signing. A simple statement that a photocopy matches the original may be insufficient where the recipient requires verification of a signature, the source record or the signatory’s capacity.

The FCDO legalisation service checks an eligible signature, stamp or seal and attaches an apostille. It does not supply missing board approval or expand the authority granted by the resolution. FCDO guidance on getting a document legalised

TRO authentication is another stage in the agreed document route. It does not replace the Taiwan recipient’s review of the resolution’s contents and supporting evidence.

If the bank also requests an opinion on corporate power, due authorisation or the transaction’s legal effect, identify that as a separate requirement when requesting the service.

TRO London and the document’s actual source

TRO London is normally the relevant office for documents originating in Northern Ireland. Confirm the route using the actual document, where relevant signatures or certification occur, and any accompanying documents issued elsewhere.

For the London business-document route, prepare for a paper apostille and confirm the current submission checklist. A printed electronic apostille is not a replacement paper apostille. TRO London business-document guidance

If directors sign in different countries, send the proposed arrangement for review before execution. Northern Ireland incorporation alone does not make every foreign signature or certification directly suitable for FCDO legalisation.

Nine steps to authenticate a Northern Ireland board resolution for Taiwan

Step 1: Obtain the Taiwan recipient’s instructions

Send the bank or authority’s checklist, template, intended use and deadline. Confirm whether it needs a complete resolution, minutes or a certified extract, together with the required number of originals and any translation.

Step 2: Assemble company and director evidence

Provide incorporation and name-change evidence, current articles, relevant amendments and director information. Include the proposed resolution, supporting transaction documents and any earlier authority it replaces.

Step 3: Confirm the decision and its scope

Identify the procedure the company will use and the approvals needed. Check names, powers, signing arrangements, limits, effective dates and attachments against the Taiwan recipient’s form.

Step 4: Agree signing and certification arrangements

Explain where each relevant person will sign and where the records are held. Establish who will certify any extract, what verification is required and which TRO office will handle the package.

Step 5: Complete the company decision and document

The company adopts and records the decision through the applicable procedure. Arrange the required signatures and certification. Ensure that an extract accurately reflects the approved record and relevant conditions.

Step 6: Obtain the FCDO paper apostille

Submit the suitably prepared document for FCDO legalisation. Check eligibility for any express service after the certification and supporting requirements have been satisfied.

Step 7: Prepare the TRO application

Assemble the application form, identification, company information, copies and any required submission-agent authorisation. The agent’s authorisation for lodging documents is separate from authority to operate the company’s bank account.

Step 8: Complete TRO authentication

Submit the package to the appropriate office and address any requests for clarification. Confirm any priority arrangements before relying on them for a transaction deadline.

Step 9: Check and deliver the completed set

Review the company details, document version, apostille and authentication. Arrange scans and tracked delivery to Taiwan, preserving the official attachments and binding for presentation to the recipient.

Documents to send for an initial review

• A readable draft or scan of the resolution, minutes or extract.
• The Taiwan recipient’s checklist and any mandatory template.
• The company’s complete registered name and number.
• Incorporation evidence, relevant name changes and current articles.
• Appropriate director and signatory evidence for the relevant dates.
• The approved or proposed attachments and related power of attorney, if any.
• Signatories’ locations, requested language, number of sets and deadline.

Initial scans help identify the work needed. Originals, further evidence or attendance may still be required for the agreed certification procedure.

Timing, translations and handling the originals

Budget separately for company approval, records collection, certification, FCDO legalisation, TRO processing and courier delivery. Ginkgo’s approximately two-working-day express timeframe concerns the eligible FCDO stage after preparation and acceptance. Additional checks can extend that stage.

For translation, preserve the legal company name and number, the roles of each person, financial limits, currencies, conditions and effective dates. Clarify the intended meaning of signing expressions such as “jointly and severally” before translating them; it should not be rendered as a joint-only requirement.

Ask the recipient whether it needs Chinese translation, who may prepare it and whether the translation also requires certification or authentication.

Keep the full company record and approved attachments even where only an extract is submitted. Companies must retain minutes of directors’ meetings for at least ten years from the meeting date. Companies Act 2006, section 248

Confirm whether documents can be combined in one set and whether each recipient retains an original. An ordinary photocopy of a completed authenticated set is not an additional separately authenticated set.

Frequently asked questions

1. Can Companies House issue my board resolution?

The company makes and records the decision. Companies House can provide certificates and copies of documents held on the register, but it does not approve a new Taiwan bank mandate on the company’s behalf. Ask the recipient which company record it needs and who should certify it.

2. Must every director sign the resolution?

Check the procedure and document. The requirements for adopting a written decision, approving meeting minutes and certifying an extract can differ. There is no general rule that every director must sign every document used to evidence a board decision.

3. Can a sole director approve it?

That depends on the company’s applicable articles and circumstances. Review any provision requiring additional directors, the decision procedure and the company’s constitutional history. Do not assume that a single signature is sufficient merely because only one director currently appears on the register.

4. Will a certificate of incumbency replace the resolution?

A certificate of incumbency can provide information about officeholders. A resolution records a particular company decision. If the recipient asks for evidence that a person may open or operate an account, officeholder information alone may not answer that question.

5. Can the resolution replace a power of attorney?

It depends on the recipient’s requirements and the powers needed. A resolution may approve granting a power of attorney and authorise its execution. The recipient may still require the separate instrument, prepared and executed with the appropriate formalities.

6. Does the document need notarisation?

Confirm the required certification and recipient’s instructions. Some routes require a notary; suitable solicitor certification may be accepted in other circumstances. The proposed wording, identity and records checks, FCDO eligibility and TRO requirements should be reviewed together before signing.

7. Can directors sign outside Northern Ireland?

Send their locations and the proposed signing arrangements for review. Overseas signatures or local certification may affect the authentication route. Remote board approval and the witnessing or certification of a separate instrument are distinct questions.

8. Is an apostille alone sufficient for Taiwan?

Ask the recipient which authentication it requires. Where TRO authentication is requested, an FCDO apostille is a preparatory stage and does not replace that request. Confirm the accepted paper format and office before submitting the document.

9. Can the complete process finish in two working days?

The quoted express timeframe concerns the FCDO stage for eligible, prepared and accepted documents. It excludes drafting, company approval, verification, certification, TRO processing, translation and delivery. Send the transaction deadline early so the entire timetable can be assessed.

10. Can an older resolution still be used?

Check whether it remains effective, covers the current transaction and names people who remain authorised. The recipient may accept an appropriately supported confirmation or insist on a fresh decision. Recent certification does not change the original approval date.

Arrange Northern Ireland board resolution authentication

Send Ginkgo Advisory your resolution or bank template, company number and Taiwan recipient’s instructions. Include any proposed power of attorney, the signatories’ locations, the number of required sets and your deadline.

We can review the document preparation and authentication requirements, explain the appropriate certification arrangements, and coordinate the agreed FCDO and TRO process. Where the transaction requires separate corporate or local-law advice, that requirement can be identified before the documents are finalised.

Contact us on WhatsApp: +44 7388 833283.