Unincorporated Students' Unions: Who Can Sign Documents?

• Published date: 14 February 2022
• Subject Matter: Corporate/Commercial Law, Consumer Protection, Charities & Non-Profits , Contracts and Commercial Law, Education
• Law Firm: Wrigleys Solicitors
• Author: Ms Laura Moss and Holly Marshall

In this article, we aim to clear up the confusion over who has the authority to sign documents on behalf of an unincorporated students' union.

We regularly see contracts, leases or other important documents, purported to be signed on behalf of an unincorporated students' union, which have not met the legal requirements for execution. They might be signed by a single trustee, a non-trustee or by a couple of trustees without the necessary authority from the whole trustee board.

In many cases, it may mean that the document is not valid. It might also mean that the people who have signed the document have done so in their own personal capacity, rather than in the name of the students' union.

For these reasons, it is really important to make sure that documents are signed correctly.

What is an unincorporated students' union?

An unincorporated students' union usually takes the form of an unincorporated association with the relationship and powers of the members governed by a set of rules.

The management committee of the charity, usually the trustees, will enter into contracts as individuals and will be jointly and severally liable for the debts and other liabilities of the union.

So, if the trustees contract as individuals, does this mean they all have to sign every document? No, not necessarily. This would be impractical, especially as there are often a substantial number of trustees on the board.

Delegated authority

Trustees are able to delegate authority to any two or more trustees to execute documents in their names and on their behalf. This power is found under section 333 of the Charities Act 2011 (the "ChA 2011").

Note that this only allows two or more trustees to execute documents. It would not permit (for example) the chief executive to execute documents on behalf of the students' union.

The authority can be general and can mean that any two of the charity trustees are able to sign, or it can be more restricted giving authority to a named few. Once the authority is given, any document signed by those authorised will give effect to the document as though all...