Board Consent and Resolution Version Control
A board resolution goes through several drafts as directors comment and general counsel incorporates changes, gets circulated for signature, and somewhere in that process it becomes genuinely unclear which version is the one actually being signed — one director has a version from two email threads ago, the corporate secretary has a version with a correction nobody confirmed made it into what went out for signature, and the executed document that eventually gets filed may not perfectly match what everyone believed they were approving. For a document meant to be the definitive record of a board's formal action, having any ambiguity about which version is authoritative undermines the entire point of having a written resolution.
STARTING PRICE
From €799
Complex tier · Multi-system orchestration, custom logic, and higher-volume or higher-risk processing.
Get a quote →Saves roughly 2-4 hrs per resolution or consent cycle in manual version reconciliation for the corporate secretary's office.
How the automation works
We maintain a single version history for every board resolution and written consent from first draft through execution, with each version timestamped, attributed to who made the change, and clearly marked as draft or final — and once a version is designated final for signature, it's locked, with any further change requiring a new explicit version rather than a silent edit to what directors believe they're signing. Signature status is tracked per director in real time, and the fully executed version is clearly and permanently designated as the authoritative record, distinct from every draft that preceded it. The corporate secretary or general counsel confirms the final version before it's locked for signature and confirms the executed document is complete and correctly filed — this maintains version integrity and tracks status, it never decides what a resolution says or approves anything on its own.
Process flow
- 01
Resolution or consent draft created trigger
A board resolution or written consent draft is created and enters version tracking from the first draft, not only once it's considered near-final.
- 02
Track revisions with attribution integration
Every subsequent edit is tracked as a new version with a timestamp and attribution to who made the change, maintaining a complete, auditable revision history rather than overwriting the prior draft.
- 03
General counsel locks the final version output
Once general counsel or the corporate secretary confirms a version is ready for signature, it's explicitly locked — any further change requires creating a new version rather than silently editing the locked document, so what goes out for signature cannot drift after directors start signing.
- 04
Circulate locked version for signature output
The locked final version is circulated to directors for signature, with signature status tracked per director as consents come back.
- 05
Track signature completion in real time ai
Signature status updates in real time as each director signs, giving the corporate secretary a live view of who's outstanding rather than manually checking each returned document against a list.
- 06
Confirm and designate the executed record output
Once fully signed, general counsel or the corporate secretary confirms the executed document is complete and matches the locked version, then designates it as the authoritative record — permanently distinct from every draft version that preceded it.
Inputs
- Board resolution and written consent drafts
- Revision history with editor attribution
- Director signature status
- General counsel or corporate secretary confirmation at lock and execution
Outputs
- Complete, auditable version history per resolution
- Locked final version distinct from all prior drafts
- Real-time director signature status tracking
- Permanently designated executed record
Works with
Prefer a fully custom build instead of an off-the-shelf integration? We scope both options during your free consultation — most jobs like this one work fine on standard connectors, but higher-volume or non-standard systems sometimes need bespoke API work, reflected in the complex tier.
Where this goes wrong if you get it wrong
- A version marked 'final' informally in an email subject line is not the same as a version genuinely locked in the tracking system — the locking step needs to be a deliberate, confirmed action by general counsel or the corporate secretary, not inferred from a draft simply being the most recent one circulated, or the same ambiguity this tool exists to solve creeps back in through an unenforced convention.
- A director who signs a version before a last-minute correction was actually incorporated creates a genuine legal problem — the executed record needs to unambiguously match what was locked and circulated, and any late correction after circulation has started requires re-circulating a new locked version and starting signature collection again, not patching the document directors already have.
- This maintains version integrity and signature tracking; it does not draft resolution language, determine what actions require board approval, or assess whether a proposed resolution is properly authorized under the company's governing documents — those are substantive legal judgments that remain entirely with general counsel and the board, never inferred by version-tracking software.
- Digital signature status showing 'complete' needs to be reconciled with the actual document content — a signature platform confirming all parties signed doesn't independently verify the signed document was the correct locked version if it was somehow re-uploaded or swapped mid-process, so the final confirmation step against the locked version is not a redundant formality.
Frequently asked questions
How is this different from board resolution drafting from minutes?
Drafting from minutes generates the initial resolution language from what was discussed and approved in a meeting; this manages version control and signature tracking for the resolution or consent document once drafting is underway, through to execution.
Does locking a version prevent any further changes?
It prevents silent edits to that specific locked version — any genuine change after locking requires creating and circulating a new version, ensuring directors always sign a version that matches what they were shown, never a document that changed underneath them.
Who has authority to lock a version for signature?
General counsel or the corporate secretary, consistent with whoever is responsible for the accuracy of board records at the company — this is a defined authorization, not something any editor can trigger.
What happens if a signed document doesn't match the locked version?
It's flagged as a discrepancy requiring immediate review by general counsel, since an executed document that doesn't match what was circulated for signature raises real questions about what was actually approved.