Why How To Write A Resolution Isn't What You Think

Introduction

Writing a resolution is a craft-level skill for startup leaders. This guide focuses on how to write a resolution that stands up to diligence, remains auditable, and moves deals forward—not a marketing promise. You’ll learn a clear structure, practical checklists, and concrete templates that turn decisions into concrete, papered approvals in hours rather than weeks.

Start with the end state: one clean approval packet

For more insights on this topic, see our guide on Better Limited Liability Company Agreement Template Starts Here.

Design the approval packet first. Explicitly state who authorized what, when, under which authority, and where the proof lives. A clean packet closes diligence gaps because provenance becomes obvious and verifiable.

Use a RAPID-style map (Recommendation, Agreement, Performance, Information, Decide) at the top of your draft so signers and responsibilities are clear before circulation. A clear RAPID block reduces last‑minute debates over “who signs” and speeds execution. Some startups rely on tools like ImBoard.ai to automatically generate signer rosters, attach versioned exhibits, and enforce RAPID roles before circulation.

• R = Recommend (e.g., CFO / GC recommenders)
• A = Agree — parties who must sign or consent
• P = Perform (officers and ops who execute filings)
• I = Inform (HR/Finance and others who need notice)
• D = Decide (Board or stockholders as the decision‑maker)

Drop that mapping into the draft and you’ll eliminate signature ambiguity during the sprint.

If your resolution can’t survive diligence, it doesn’t count

Diligence teams want a signed resolution that matches your charter, term sheets, and filings. They do not accept emails or calendar notes as substitutes. Missing or defective authorizations are a common red flag in VC/PE deals and will pause—or kill—a process.

As you mature, protective provisions and formal boards raise the approval bar. Build resolutions that can withstand legal review and operations scrutiny.

Common pitfalls to avoid:

• Numbers don’t reconcile: the resolved clause must match the attached cap table snapshot exactly.
• Wrong authorizer: a Board “approval” mustn’t attempt an action reserved to stockholders or a preferred class.
• Stale exhibits: attached exhibits like 409A reports or equity plans must reflect the current cap table and dates.

Note: the following anonymized example is often heard in diligence reviews — a Series B fintech was paused because an option pool increase lacked required investor consent; fixing it consumed time and reputation. Use counsel and company records to confirm any remediation route.

Build it like a product spec: one decision, zero ambiguity

Treat each resolution as a one‑pager product spec so reviewers can answer “what changed?” in one read. Scope the single decision; avoid bundled approvals that fail on one detail. Define inputs (Exhibits A–D) and list acceptance criteria so the resolution reads like QA tests. Capture approvals and a signer roster before circulation to eliminate last‑minute discovery.

Preflight (5 minutes): identify the governing authority (e.g., DGCL/Companies Act and charter/bylaws), who is the decision‑maker in RAPID, and which consents are required. Label dependencies explicitly — for example: “Subject to stockholder approval” or “Effective upon filing of Certificate of Amendment.”

Anatomy of a startup-ready resolution

A solid resolution contains five parts that reviewers expect to find in the same order:

1. Title with approving body (Board or Stockholders) and subject.
2. Recitals linking to authority and context (“Whereas”).
3. Resolved clauses with specifics (amounts, dates, exhibits).
4. Effective date.
5. Signatures/consents and certification.

Quick example (DGCL Board resolution): “Board Resolution Approving Option Pool Increase.” The recitals cite the Delaware DGCL and the company charter and applicable investor protective provisions. The resolved clause increases the option pool to X shares, conditions the increase on stockholder approval if required, authorizes officers to file amendment documents, and attaches the post‑transaction cap table as Exhibit A. If protective provisions tighten, redline to add “subject to Required Investor Consent” and move final approval to a stockholder resolution.

What is the proper format of a board resolution?

The proper format is a titled document containing recitals, resolved clauses, authority citations, and signatures. Minutes or unanimous written consent (where law and charter permit) are acceptable, but the resolution text must mirror the action exactly and attach the exhibits that prove it. Record abstentions, conflicts, and the capacity in which each signer acts to create an audit trail.

People also ask (quick answers):

• Can a Board approve actions by unanimous written consent? Yes, if the company’s charter and governing law allow written consents; the consent text must match the action and include required exhibits. (Under Delaware law, see DGCL §141(f) for director consents and §228 for stockholder consents — verify with counsel and your charter/bylaws.)
• When do shareholders need to approve a startup resolution? Shareholders must approve actions required by the charter, statute, or protective provisions, such as charter amendments and share increases.
• How should abstentions and conflicts be recorded? Record them explicitly in the resolution or consent with names, the nature of the conflict, and whether the director abstained or recused.
• Is unanimous written consent the same as a meeting? No — a written consent replaces a meeting only when law and governing documents permit it and the consent language mirrors the actions that would be taken at a meeting.
• What’s the difference between “ratify and approve” and a standalone approval? “Ratify and approve” is typically used to confirm prior informal actions; whether ratification cures a defect depends on the nature of the defect and governing law — check with counsel.

Templates you need for startup governance

A lean templates kit keeps approvals consistent and fast. Store templates in a governance folder and reference them by filename and exhibit hash. Templates reduce interpretation gaps and standardize language for investors and counsel.

Templates to consider:

• Board resolution authorizing issuance up to a specified amount, appointing officers to finalize forms, and ratifying prior actions. Attach Exhibit A (form of instrument) and Exhibit B (current cap table).
• For priced rounds, add charter amendment clauses, a stock purchase agreement approval clause, and a “subject to” investor consents clause.
• Equity action templates: board resolution recommending option pool increases and stockholder approval for plan amendments; authorize officers to file amendments and order a 409A.
• Grant resolutions listing each grantee by name, amount, vesting schedule, with the schedule attached as Exhibit A.
• Banking and executive changes: board appoints officers, sets bank signatories, and authorizes execution of bank forms.

Label all exhibits to match filenames and include cap table snapshots by date and hash for provenance.

(Including internal reference: see Board meeting templates and our governance guide at Startup governance guide. If you need a written-consent pattern, check Written consent workflow.)

Acceptance criteria: exhibits, amounts, dates, and who signs

Acceptance criteria should read like QA tests so reviewers can verify approval without judgment calls. Test items must include exact amounts, exhibit names and dates, and signer identities with capacities. For complex approvals, number sub‑clauses (1.1, 1.2, 1.3) and cross‑reference Exhibits A–D for each sub‑action.

Examples:

• Pass if the option pool increase from 10% to 15% is reflected in Exhibit A (post‑transaction cap table dated YYYY‑MM‑DD).
• Pass if stockholder consents are attached per the investor rights agreement.
• Pass if a 409A valuation refresh is scheduled and documented by a date.

Operationalize signers with RAPID and include a signer roster with emails and legal names before circulation to avoid signature delays.

Protective provisions: when investor consent or stockholder votes are required

Protective provisions commonly require investor or class consent for major corporate changes. These triggers typically include creating senior/preferred stock, charter amendments, share increases, option pool increases beyond the plan, taking on debt above negotiated limits, or major asset sales. Treat protective provisions as gating compliance items, not preferences.

Checklist your resolution against the investor rights agreement and term sheet. If the action triggers consent, add “subject to Required Investor Consent,” identify the consenting holders, and attach the consent as an exhibit. Properly pre‑tagged consents eliminate closing friction and accelerate timelines.

Real scenario (anonymized): A Series A healthtech company pre‑attached investor consents and closed a revenue‑based credit facility on schedule because the certified resolution and consents were ready.

The 48‑Hour Written‑Consent Sprint: prep > circulate > sign > archive

You can ship a clean approval pack in 48 hours with a disciplined workflow and the right preflight steps. Written consents and e‑signature tools let you close actions without convening a meeting when the charter and law permit it.

Sprint playbook:

• Day 0 morning: Draft the resolution and assemble exhibits (cap table, plan documents); confirm approvers and thresholds.
• Day 0 afternoon: Legal quick‑scan and internal sanity check.
• Day 1 morning: Circulate unanimous written consent via e‑signature with a one‑page cover note.
• Day 1 afternoon: Track signers, chase blockers.
• Day 2 morning: Finalize signatures, certify approval, execute filings, and archive.

Tacticals that shave days:

• Pre‑collect director and stockholder legal names and emails into a signer matrix.
• Provide a signature‑only packet for institutional holders.
• Use a one‑page summary so signers don’t need to read all exhibits.
• Use board portals and e‑signatures to timestamp and log signatures, enforce required signers, auto‑insert effective dates, and reduce version sprawl. Board‑management platforms such as ImBoard.ai can automate signer matrices, hash exhibits, and feed execution logs back into your data room, shaving manual tracking time.

Diligence-proof resolutions: signatories, quorum, versioning

A diligence‑proof resolution answers three questions without a meeting: were the right people asked, did enough of them say yes, and can we prove it later. Build a signatory matrix, a pre‑calculated quorum and voting threshold table, and record conflicts and abstentions explicitly to answer those questions immediately.

Practical items to include:

• Signatory matrix listing directors, investor designees, observer rights, and stockholder classes.
• Quorum calculator pre‑computed for the specific action to show thresholds met.
• Explicit conflict and abstention language like “Director X disclosed a conflict and abstained.”
• “Ratify and approve” language to cure prior informal actions when appropriate (confirm with counsel on efficacy).

Versioning and file naming: use a predictable system such as “YYYY‑MM‑DD_Board_Resolution_[Subject]_v1.pdf” and cross‑reference exact cap table snapshots by date and hash. Maintain a master index that records Date, Approving Body, Subject, Dependencies, Exhibits, Filings Triggered, Data Room Link, and Status.

Quick matrix: who approves what (Delaware vs UK)

Delaware (DGCL): the Board handles ordinary course actions like hiring and grants within an existing plan; stockholders must approve charter amendments, share increases, and major transactions; written consents are governed by DGCL §141(f) (directors) and §228 (stockholders) where authorized. Always check the charter and bylaws for any modifications to these default rules.

UK (Companies Act 2006): directors manage day‑to‑day operations while members’ resolutions (ordinary or special) are required for share capital changes and constitutional amendments; watch notice requirements and filing deadlines at Companies House. If in doubt, check the charter and investor rights first and assume both Board and shareholder approvals may be needed for material changes.

Ship faster: your 7‑step resolution checklist

• Define the decision: one resolution, one outcome to avoid ambiguity.
• Confirm authority: Board vs shareholders; check DGCL/Companies Act and protective provisions.
• Draft: title, recitals, resolved clauses, effective date, and signatures.
• Attach exhibits: cap table, plan docs, forms, and filings.
• Validate approvals: verify quorum, voting thresholds, and investor consents.
• Circulate via written consent; track signers and timestamps.
• Archive and link: use consistent filenames, add to the data room, and cross‑reference in the master index.

Many teams using an e‑signature stack and a board portal report significant time savings for standard resolutions; ask vendors for measured results and request sample execution logs.

FAQ

For more insights on this topic, see our guide on The Insiders Guide to How To Write Minutes.

• How often should boards meet? Boards should meet quarterly as a governance baseline; some startups meet 4–6 times per year to satisfy oversight and covenants.
• Can I use written consent instead of a meeting for major actions? Yes, if allowed by the charter and law; the consent must mirror the action and include required exhibits.
• What exhibits do I always attach to a resolution about equity? A dated post‑transaction cap table snapshot, the form of equity documents (plan, SAFE, or purchase agreement), and any required investor consents or filings.
• How should abstentions and conflicts be recorded? Record them explicitly with the director’s name, the nature of the conflict, and whether they abstained or recused.
• When is a charter amendment required versus a Board action? Charter amendments are needed for changes to articles of incorporation or authorized shares; routine actions may stay on the Board if allowed by charter.
• How do I show quorum and voting thresholds in a consent packet? Include a one‑page table listing required votes, voting power represented, and votes received to create an audit trail.
• What language cures prior informal actions or fixes a defect? “Ratify and approve” can cure certain defects when aligned with law and charter; consult counsel for applicability.
• How should investor consents be attached and labeled? Attach as exhibits labeled with investor name, date, and a hash or timestamp to ensure provenance.
• Where can I find the right to act via written consent? Check the charter and governing law; in many cases, written consents are permissible if the language mirrors the action.
• What’s the minimum signatory information I should collect before circulating a consent? Collect legal name, title/capacity, email, and the class or series represented; institutional holders should provide an execution block and signature instructions.

Glossary

For more insights on this topic, see our guide on Board Of Directors Meetings Guidelines: The Missing Piece.

• Fiduciary Duty: The legal obligation of board members to act in the company’s and shareholders’ best interests.
• DGCL: Delaware General Corporation Law; governs corporate actions and board/stockholder approvals in Delaware entities.
• Written Consent: A signed document approving corporate actions without a meeting when permitted by law and charter.
• Protective Provisions: Investor rights that require consent for substantial actions, often found in term sheets.
• Cap Table: A dated snapshot showing ownership, options, and post‑transaction ownership percentages.
• 409A Valuation: The valuation used to set the fair market value of common stock for option grants and related tax considerations.
• RAPID Map: A decision‑rights framework: Recommend, Agree, Perform, Inform, Decide.
• Exhibit: An attachment to a resolution that proves or details the action, such as cap tables or plans.
• Effective Date: The date the resolution’s action becomes legally effective.
• Signer Matrix: A roster listing all required signers, their roles, and contact details.