I have been invited to sign documents but can't find them

If you logged in to review and sign your documents and found that they were already complete, nothing has gone wrong. This note explains what happened and why it follows the correct legal process.

The documents sent

To authorise certain actions (ie starting an agile funding round, closing a funding round, creating an option scheme), investors / shareholders may be sent one or two documents to sign:

1. A shareholder resolution (a special resolution) authorising the steps needed to complete the round.
2. If applicable, an investor consent document, by which existing investors approve the round under the terms of the company's articles and your investment agreement.

Both work on a threshold basis. They take effect once enough of the relevant group has signed, not once every individual has signed.

Why your signature may not required

The shareholder resolution are proposed as a written resolution. Under the Companies Act 2006, a private company may pass resolutions in writing rather than at a meeting (section 281). A special resolution is passed once members holding at least 75% of the eligible voting rights have signified their agreement (section 283).

Two features of the written resolution regime matter here:

1. A written resolution is passed the moment the required majority is reached (section 296(4)).
   Once a member has given their agreement, it cannot be withdrawn (section 296(3)), which gives the company certainty about when the threshold has been met.

2. In some cases, members holding the required 75% had already signed before you came to add your signature. At that point the resolution had already passed. Your signature would not have changed the outcome and was not needed for the resolution to be valid. That is why the system showed the documents as complete.

The investor consent operates on the same threshold principle, under the terms of the company's articles and investment documents rather than the Companies Act. Once the required majority of investors had consented, the consent was given and the round was authorised.

Is this compliant with due process?

Yes. The process is set by the Companies Act, and it was met in full:

• The company sent the resolution to every eligible member, including you (section 291(2)). This is the company's core obligation: to put the resolution to all members and give each the opportunity to vote.

• The resolution was accompanied by the information telling you how to signify your agreement and the deadline for doing so (section 291(4)).

• The resolution then passed lawfully once the 75% threshold was reached, within the permitted period (section 297, which allows 28 days from circulation unless the articles specify otherwise).

The Companies Act does not require every member to sign for a resolution to be valid. It requires the company to circulate the resolution to all members and the resolution to reach the necessary majority. Both of those things happened here.

In short

You were sent the document(s) and invited to sign. Enough other members signed first to cross the threshold, so the resolution (and the investor consent, if applicable) had already passed by the time you opened them. This is exactly how written resolutions are designed to work under the Companies Act 2006, and the company met its obligations by distributing the resolution to you in the first place.