Illustrative scenarioUpdated 2026-10-07
Which approval and signature requirements apply when a director will not sign?
When a director will not approve or sign company documents.
A director’s refusal can affect different documents in different ways. Check the approval and signature requirements for each item, together with the company’s articles and the applicable deadlines.
The scenario
A company has an annual return to deliver and financial statements awaiting approval. One director will not approve or sign the documents. The company needs to distinguish the items it can properly progress from those requiring further board action or legal advice.
What to check
The Companies Registry’s current private-company annual-return guidance states that Form NAR1 is signed by a director or the company secretary. One director’s refusal therefore does not automatically prevent a properly authorised, accurate annual return from being delivered. For an ordinary locally incorporated private company, the return is generally due within 42 days after its incorporation anniversary; review any applicable exemption or special rule.
Financial reporting requires a separate assessment. Section 387 of the Companies Ordinance requires a statement of financial position forming part of the financial statements to be approved by the directors and signed on their behalf by two directors, or by the sole director if the company has only one. Board approval and the required signatures are distinct requirements. The signing rule does not require every director on a board of three or more to sign.
Check the articles and applicable law for notice, quorum, voting, any casting vote and written-resolution requirements. A dissenting director does not universally prevent a valid board decision. On a two-director board, approval and obtaining both required signatures may present separate difficulties. Seek advice on the actual position rather than applying a general shortcut.
Maintaining an accurate record
Prepare a schedule of pending documents, the authority each requires and the relevant filing or tax deadline. Give proper notice of any meeting and retain the agenda, correspondence and minutes, including any dissent. Routine notifications still need proper authority and accurate information; a form accepting one signature is not permission to bypass the underlying approval.
Tell the independent auditor the position and review the financial-reporting and tax timetable with the relevant advisers. Do not assume the disagreement extends any deadline. Proposed director removal, deadlock resolution or shareholder remedies should be referred to solicitors.
Practical next steps
01
Collect the articles, pending documents, recent minutes and relevant correspondence.
02
Separate approval requirements from signature requirements for each document.
03
Track unaffected deadlines and progress only properly authorised filings.
04
Give all required meeting notices and record decisions and dissent accurately.
05
Ask solicitors to assess any deadlock, proposed removal or disputed authority.
IMSG’s role
IMSG maintains records and coordinates authorised filings while advisers address the dispute. Within the agreed engagement, we can organise the document schedule, prepare meeting records and coordinate accounting preparation and auditor liaison. Statutory audit remains the independent auditor’s work. Legal advice and disputed authority are addressed by instructed solicitors.
Contact our company secretarial team with the documents and deadlines to discuss the administrative support required.
Official references
About these scenarios
These illustrative scenarios explain common administrative issues. They do not describe specific clients or guarantee an outcome. Legal and tax questions require advice on the circumstances concerned.
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