Who can sign for a closed company?

AI companies license a company’s records from the company, not from the person who ran it, so the first thing each one checks is who can bind the company today. The answer changes with where the company is in its closing: a director while it winds down, a trustee or administrator once it’s insolvent, and nobody at all once a UK company has been struck off. This page says who signs in each case and what papers a buyer asks to see. It isn’t legal advice.

What the listed companies ask for

• Turing: “someone with the authority to approve and transfer the records”.
• Miro Advisory: “the company owns what it licenses, and someone can sign”.
• Scale: “someone inside the company who owns the partnership”.
• Maryah: “the rights to license the records, including any third-party permissions”.

The fit check asks whether you have that authority, because without it no listed company can proceed.

Operating or winding down: an officer with board authority

While the company exists and hasn’t entered a formal insolvency process, an officer signs with the board’s authority, usually under a resolution that names the agreement. A founder who has left the board can export the data but can’t sign for the company. If several founders are still around, settle who signs before the first call.

Dissolved in Delaware: a director, for three years

Delaware law continues a dissolved corporation for three years to wind up, “to dispose of and convey their property”, so its directors can still sign a license in that time. If no director remains, the Court of Chancery can appoint one or more of the former directors as trustees, or appoint receivers, on the application of a creditor, stockholder, director or anyone who shows good cause. The trustee or receiver then signs, with the powers the court grants.

Struck off in the UK: nobody, until the company is restored

Once a company is dissolved in the UK, its property passes to the Crown and there is no one with authority to license it. The company has to come back first. A former director or member can apply for administrative restoration within six years of dissolution if the registrar struck the company off for late or missing filings, on form RT01, and a company with assets needs a waiver letter from the Bona Vacantia Division. A company that dissolved voluntarily applies to court instead, also within six years; the court fee for the claim form is £280. A restored company “is then regarded as having continued in existence as if it had not been struck off and dissolved”, and its directors can sign again. Who owns a dissolved company’s data has the rest.

In bankruptcy, administration or an assignment: the officeholder

Filing for bankruptcy, entering administration or signing an assignment for the benefit of creditors moves authority over the company’s assets to the trustee, administrator or assignee. In a US case, a sale or lease of estate property outside the ordinary course of business needs notice and a hearing under section 363 of the Bankruptcy Code, so the court’s order is the document a buyer wants beside the signature. Can a company in administration sell its data covers the process.

After an acqui-hire: whoever is left on the old company’s board

When an acquirer hires the team and leaves the company standing, the company signs through whoever holds authority after the deal: a remaining director, an officer the board appointed, or the shareholders’ representative. The founder who joined the acquirer and resigned from the board usually can’t. Acqui-hired? What happens to the old company’s records covers the deal papers that decide it.

The papers a buyer asks to see

• The certificate of incorporation and a certificate of good standing, or the certificate of dissolution with its date.
• A board resolution naming the person who signs and the agreement they sign.
• The appointment of the trustee, administrator, assignee or receiver, or the court order, where there is one.
• IP assignments from founders and contractors, so the company owns what it licenses.
• Admin access to the records under the signatory’s control, not a former employee’s.