Scottish Board Resolution Authentication for Taiwan

A Scottish company may need an authenticated board resolution when opening a Taiwan bank account, approving an investment or authorising someone to act in a transaction. The resolution should make the company’s decision, the authorised people and the limits of their powers clear.

For a company registered in Scotland, preparation involves two separate questions: whether the directors have properly approved the decision, and how the resulting document should be certified and authenticated for its Taiwan recipient.

Ginkgo Advisory helps review the required document package, coordinate suitable UK certification, arrange an FCDO paper apostille and organise TRO Edinburgh authentication where applicable. We also arrange delivery of the completed documents to Taiwan. Ginkgo Advisory’s Taiwan authentication service

Our express service normally offers an approximately two-working-day FCDO stage for complete, eligible documents accepted for that service. Preparing the resolution, obtaining approval and certification, TRO processing, translation and delivery require additional time.

What does a Scottish board resolution establish?

A board resolution records a decision taken by the directors under the company’s applicable governance procedure. It can approve a transaction, appoint authorised representatives and specify what they may do on the company’s behalf.

For a Taiwan bank, it may show who can apply for an account, sign the bank’s documents, operate the account or approve payments. For an investment or commercial transaction, it may identify the approved project and the people authorised to complete specified steps.

The document should evidence the decision the company actually made. Authentication does not create an approval that was missing from the company’s records or add powers that the directors did not grant.

This article concerns private companies limited by shares. Scottish partnerships, limited partnerships, LLPs and other organisations may require different authority documents.

Confirm that the company is registered in Scotland

Use the company’s incorporation evidence and Companies House record to establish its identity. A Scottish office, employee or trading address does not alone establish Scottish incorporation.

Copy the registered name and complete company number accurately. Retain an SC prefix and leading zeros where they appear. If the company has changed its name, connect the current name to the earlier records with the appropriate evidence.

A company’s registration jurisdiction is recorded in its incorporation documentation. Check it directly rather than inferring it from where its directors live or where the transaction will be signed. Companies House incorporation guidance

Where a group has several entities, identify the company that will hold the Taiwan account, make the investment or undertake the obligation. The resolution should belong to that entity and describe its own decision.

Which form of resolution will the Taiwan recipient accept?

The wording “board resolution” can describe the decision itself or the document supplied as evidence of it. Clarify the required format early.

Format	Point to confirm
Resolution at a board meeting	How the meeting was called, conducted and recorded
Written directors’ resolution	Whether the applicable articles permit the procedure and its conditions are met
Complete board minutes	Whether unrelated confidential business needs to be disclosed
Extract from the minutes	Whether it contains all relevant terms and cross-references
Certified extract	Who may certify it and what that certification must establish
Bank’s own resolution form	Whether it accurately records the company’s procedure and intended powers

A certified extract can be practical where the complete minutes cover other business. Keep every provision needed to understand the approval, including limits, conditions and incorporated schedules.

Retain the complete underlying record within the company. A short extract should remain traceable to the decision it represents.

Documents commonly confused with a board resolution

Each document answers a different question.

Document	Main purpose
Certificate of incorporation	Establishes the company’s formation and identity
Articles of association	Set out the company’s governance provisions
Director or incumbency evidence	Identifies relevant officeholders
Board resolution	Records a particular directors’ decision
Shareholders’ resolution	Records a decision made by members
Power of attorney	Grants specified powers to an attorney
TRO submission authorisation	Allows an agent to lodge or collect documents as accepted by the office

Being a director does not automatically prove authority to undertake every transaction. Equally, being authorised to submit the authentication application does not necessarily give that person power to operate the company’s bank account.

Where a director is also a shareholder, keep the two capacities clear. Some transactions may need more than one approval or a separate instrument. Obtain the recipient’s full checklist before preparing the package.

Check the company’s actual decision-making rules

Start with the current adopted articles and all relevant amendments. Historic provisions, including an applicable version of Table A, may still matter. The latest government Model Articles do not automatically replace an older company’s constitution. Government guidance on Model Articles and Table A

Review meeting notice, quorum, voting eligibility, conflicts and any reserved approvals. The proposed record should reflect a procedure available to that company.

Under the relevant unmodified Model Articles, the usual routes are a majority decision at a meeting or the unanimous procedure in article 8. Written agreement concerns all eligible directors and is subject to its stated quorum condition. Sole-director decisions require checking the conditional provision against the company’s actual articles. Model Articles for private companies limited by shares, articles 7–11

Do not invent a meeting to match a form where the directors used a written procedure. Likewise, do not insert a company secretary or additional director into the record merely because a bank template contains an extra signature box.

If the company’s procedure or authority is uncertain, resolve that before certification. An apostille cannot cure an invalid internal approval.

Scottish execution rules and signing the board record

Distinguish approving the decision from signing minutes, certifying an extract and executing a separate transaction document. These are different acts and may involve different people or formalities.

For documents executed under Scots law, section 48 of the Companies Act 2006 addresses company execution and refers to the Requirements of Writing (Scotland) Act 1995. It also states that a company need not have a common seal. The appropriate signing arrangements depend on the instrument and circumstances. Companies Act 2006, section 48

The two-signatory or director-and-witness routes commonly discussed under section 44 belong to the law of England and Wales or Northern Ireland. They should not be copied automatically into advice about execution under Scots law. Neither section provides a universal rule for how every board resolution must be approved or evidenced.

If the board approves a power of attorney, guarantee or other legal instrument, arrange a separate review of its governing law, execution and any witnessing requirements. Agree the certification process before anyone signs.

Ginkgo Advisory coordinates document preparation and authentication as a London-based service led by a UK solicitor. Where a Scottish notary or separate Scots-law advice is required, the appropriate involvement should be arranged for the document concerned.

What should the resolution say for a Taiwan bank account?

The bank may supply its own wording. Check that the completed form states the decision accurately and grants only the authority the directors intend.

The following points commonly need attention:

• The company’s full legal name and complete registration number.
• The decision date and whether it was made at a meeting or in writing.
• The bank, branch, account type and currencies where required.
• The names and roles of the authorised people.
• Authority to sign application forms and related account documents.
• Separate authority to operate accounts and give payment instructions.
• Individual, joint or tiered signing arrangements.
• Financial limits and any additional approval above those limits.
• Online banking roles, including preparation and release of payments.
• The effective date, duration and treatment of any previous mandate.
• Identified attachments and the appropriate signatures or certification.

“Any two authorised signatories” can operate differently from naming two specific people who must act together. If one person may prepare a payment but another must approve it, make that distinction explicit.

Read borrowing, security, guarantee and delegation clauses carefully. Approval to open a deposit account should not be assumed to include every additional power appearing in a standard banking form.

The bank will also assess the company through its own onboarding and compliance procedures. An authenticated resolution provides part of the evidence; it does not promise account approval.

Director evidence and the date of the approval

The relevant question is who held office and was entitled to participate when the decision was made. Current records may also be needed to establish who will implement the decision now.

From 18 November 2025, UK companies ceased to be required to keep their own statutory registers of directors, directors’ residential addresses, secretaries and people with significant control. Companies must still register and update the relevant information at Companies House. Request suitable director evidence without assuming that an internal statutory register of directors is universally required today. Changes to company registers

Keep these dates separate:

Date	What it relates to
Decision date	When the directors made the decision under the applicable procedure
Effective date	When an approval or authority begins, if different
Extract date	When the extract was prepared or certified
Continuing-authority confirmation	The date to which any confirmation speaks
Professional certification	The solicitor’s or notary’s certification act
Apostille and TRO authentication	Later stages in the document authentication process

A new certification date does not turn an old decision into a new one. If the bank requires a recent resolution, establish whether an updated confirmation is acceptable or fresh approval is needed.

The authentication route from Scotland to Taiwan

For documents originating in Scotland, TRO Edinburgh is normally the relevant representative office. The actual route should be checked against the document’s source, signatures, certification and supporting papers. TRO Edinburgh document authentication guidance

For this service, plan a paper apostille and confirm the current format with the office and Taiwan recipient before submission. Do not assume that an electronic apostille, or a printout of one, satisfies a hard-copy requirement.

A company resolution is a private company record. Its preparation for FCDO legalisation differs from obtaining an official Companies House certificate bearing an eligible official signature.

Certification may concern a signature, a copy, an extract or verification of the underlying record. Establish what the recipient requires and what the certifier will actually confirm. A copy certification alone may not meet a request for authentication of the source or signatory’s capacity.

The FCDO verifies the relevant eligible signature, stamp or seal for legalisation. Its apostille does not assess the commercial merits of the decision or enlarge the authority recorded in the document. FCDO legalisation guidance

Nine steps to authenticate a Scottish board resolution for Taiwan

Step 1: Confirm the Taiwan purpose and document format

Obtain the bank, authority or counterparty’s checklist. Send its template, intended use, deadline, requested language and number of originals. Establish whether it accepts a certified extract or needs the complete record.

Step 2: Identify the company and governing records

Provide the complete company number, incorporation evidence, relevant name changes and current articles. Include amendments and the director information needed to assess the proposed decision and signatories.

Step 3: Review the approval and authorised powers

Confirm the available meeting or written procedure. Check the transaction, representatives, signing arrangements, financial limits, duration and any separate approvals or instruments required by the recipient.

Step 4: Set the signing and certification plan

State where the directors, signatories and certifier are located. Agree the certification wording and any attendance or identity checks. Review any Scottish execution or witnessing issue before signing a related instrument.

Step 5: Make and record the company decision

Complete the approval through the applicable procedure. Prepare accurate minutes, the written resolution or an authorised extract. Match the document to its approved attachments and arrange the required certification.

Step 6: Arrange the FCDO paper apostille

Submit the appropriately prepared document for legalisation. Assess express-service eligibility after the document and certification are complete, allowing for any further verification requested by the FCDO.

Step 7: Assemble the TRO application package

Prepare the current application form, identification, company evidence and required copies. Include any necessary authorisation for the person lodging or collecting the documents, with suitable signature certification if required.

Step 8: Submit to the appropriate TRO office

Use TRO Edinburgh where it is the applicable office. Address any requests for clarification and confirm collection or return arrangements. Rely on expedited processing only where it is available and accepted for the application.

Step 9: Review and deliver the authenticated documents

Check the company details and completeness of the returned set. Provide scans and arrange tracked delivery to Taiwan. Keep apostilles, authentication pages and official bindings attached for presentation to the recipient.

If the directors or records are outside Scotland

Scottish incorporation does not mean that every document signed abroad is automatically ready for UK legalisation. Send the signatories’ locations and any proposed overseas certification for review before execution.

The company may be able to conduct a remote meeting or use written agreement under its applicable procedure. That does not determine the witnessing or certification requirements for a separate power of attorney or transaction instrument.

Scans can support an initial assessment. The agreed procedure may still require originals, identity evidence, access to company records or attendance before the relevant professional.

If the package combines documents from several countries, assess each document’s source and certification. Do not assume that one route covers all attachments solely because the applicant company is Scottish.

Timing, translation and keeping the records

The full timetable includes company approval, obtaining evidence, certification, FCDO processing, TRO authentication and delivery. The approximately two-working-day express service concerns the eligible FCDO stage after preparation and acceptance. Additional verification can extend processing.

For Chinese translation, preserve names, the Scottish registration context, decision dates, currencies, financial thresholds and restrictions. Distinguish the chair of a particular meeting from a permanent office and the authority to sign forms from the authority to move funds.

Ask who may prepare the translation and whether it needs separate certification or authentication. If the recipient needs multiple originals, agree the number of complete sets before processing. Copying one authenticated set does not create another separately authenticated original.

The company should retain the underlying decision and approved attachments. Minutes of directors’ meetings must be kept for at least ten years from the meeting date. Companies Act 2006, section 248

If changes become necessary after authentication, obtain advice on preparing a corrected document and repeating the affected stages. Do not replace a page within an officially bound set.

Frequently asked questions

1. Can I obtain the resolution from Companies House?

The company must make and record its own decision. Companies House supplies company certificates and copies of filed documents; it does not prepare new transaction approval for your directors. Certain decisions may also require filings, which should be considered separately from authentication.

2. Does a Scottish company need every director’s signature?

The answer depends on its articles, the decision procedure and the document supplied. Written approval, signing minutes and certifying an extract have different functions. Check the applicable requirements rather than assuming that every director must sign all forms of evidence.

3. Can a sole director sign the resolution?

Review the actual constitution and the company’s circumstances first. A sole-director provision may be relevant, but provisions requiring more directors or affecting quorum need attention. The certification process should follow the company’s valid approval procedure, not determine it.

4. Do English company execution rules apply automatically?

No. The execution framework depends on the applicable law and instrument. Scottish company execution is addressed by section 48 and the Scottish writing legislation it refers to. Separately check how the board decision is adopted and evidenced; these are not the same question.

5. Should the documents go to TRO Edinburgh or London?

TRO Edinburgh is normally the relevant office for Scottish-source documents. Review the actual signatures, certification and accompanying papers before submission, particularly when professionals or directors are based elsewhere. An office should not be selected solely because it appears quicker or more convenient.

6. Is a company seal compulsory?

Scottish companies need not have a common seal under section 48. That does not remove other applicable signing, witnessing or evidential requirements. Check the particular instrument and recipient’s instructions instead of adding an unofficial seal to try to satisfy a template.

7. Can a certified extract replace the complete minutes?

It may be accepted if the recipient permits it and the certification is appropriate. The extract should identify the decision and retain relevant conditions, limits and attachments. Keep the complete approved record so the extract can be checked against its source.

8. Can the resolution and power of attorney be authenticated together?

They can be reviewed as one proposed package, but acceptance as a combined set must be confirmed. The resolution’s approval function and the power of attorney’s grant of authority remain distinct. Each document needs appropriate preparation and any required execution formalities.

9. What if a director leaves after the decision?

Check the resolution’s terms and the authority now needed. A departure does not by itself answer whether an earlier approval remains effective, and a replacement director does not automatically inherit named banking powers. Updated evidence, a new mandate or fresh approval may be required.

10. How quickly can the documents reach Taiwan?

Send the complete draft, company evidence and recipient’s requirements for a timetable covering every stage. The express FCDO timeframe excludes company preparation, certification, TRO processing and delivery. Arrange any urgent transaction deadline against the complete process and allow for additional checks.

Arrange Scottish board resolution authentication

Send Ginkgo Advisory the proposed resolution or bank template, the company’s full name and number, and the Taiwan recipient’s checklist. Tell us where the relevant people will sign, whether a separate power of attorney is involved, and how many authenticated sets you need.

We can review the authentication requirements, coordinate the appropriate certification and arrange the agreed FCDO and TRO process. Any need for a Scottish notary or separate advice on the company’s decision or transaction can be identified before execution.

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