The minute book is the structured record of what the corporation decided and when. Resolutions are the formal instruments of those decisions. Octelligence keeps both in a folder tree you can navigate, with templates for the resolutions you write most often and an attachment slot for the signed PDF that's the legally binding artifact.
How the minute book is structured
Every corporation starts with a default folder tree based on its jurisdiction. The standard structure includes:
- Incorporation — articles, bylaws, organizational consents
- Directors & officers — appointment and resignation resolutions, consents
- Shareholder actions — annual meeting minutes, special meeting minutes, written consents
- Board actions — board meeting minutes, board written resolutions
- Equity — option plan adoption, share issuances, transfers, SAFE conversions, financing rounds
- Filings — annual returns, jurisdiction filings
- Other — material contracts, IP assignments, indemnification agreements
You can reorder folders, rename them, add sub-folders, and create custom top-level folders. Firms managing many corporations often standardize a tree once and apply it across their portfolio — see Portfolio Licensing.
Step-by-step: add a templated resolution
Open Corporate Records
From the corporation's workspace, open Corporate Records. The folder tree is on the left; documents in the selected folder appear on the right.
Pick a resolution template
Click New resolution. Octelligence shows templated resolutions for the actions teams use most often:
- Appoint or resign a director
- Appoint or resign an officer
- Authorize a share issuance
- Adopt or amend the stock option plan
- Grant stock options
- Approve a SAFE
- Approve a priced round (issuance, share class amendment, SAFE conversion)
- Approve a transfer of shares
- Declare a dividend
- Approve banking resolutions
- Annual shareholder consent / annual meeting
Templates are jurisdiction-specific. CBCA / OBCA templates differ from Delaware templates differ from UK templates — Octelligence picks the right set based on the corporation's jurisdiction.
Fill in the resolution
The template pre-fills what it can from the corporation's existing records: corporation name, directors, officers, share classes, recent issuances. Add the specifics of this resolution — the appointee, the share count, the price, the effective date. Save the draft.
Counsel can review and edit the draft. Counsel-role and Editor users can both draft and edit; Viewers can read but not modify. See Invite team members.
Export, sign, and attach
Export the resolution as Word or PDF (Word requires Starter or above; PDF is available on every plan). Get it signed via your usual workflow — DocuSign, wet signature, in-person. Then upload the signed PDF and attach it to the resolution.
The resolution entry now has two artifacts: the structured record (date, type, parties, effective date) and the signed PDF (the legally binding document). Both are kept together permanently.
Record meeting minutes
For board or shareholder meetings, use the New meeting minutes template instead. Enter the date, attendees, location, agenda items, and decisions. The attendees auto-fill from the directors/officers register on the meeting date. Attach the signed minutes PDF when ready.
What flows from a resolution
Templated resolutions don't just produce a document — they're tied into the rest of Octelligence:
- Director / officer appointments and resignations can update the register automatically when the resolution is finalized.
- Share issuance authorizations are referenced when you later record the actual issuance and certificate (see Issue your first certificate).
- Option grants pull through to the option register; the underlying authorizing resolution is one click away from any grant.
- Financing approvals tie the closing-binder resolutions to the cap-table state after the close.
Custom resolutions
If you need a resolution outside the standard templates — a material contract approval, an IP assignment, an indemnification — use New resolution › Custom. Custom resolutions still get the structured fields (date, type, signatories, effective date) and an attachment slot. They show up in the same folder tree and the same diligence exports as templated ones.
Resolutions vs. minutes. A resolution is a single decision. Minutes are the record of a meeting at which one or more decisions were made. Use Resolution for written consents and standalone approvals; use Meeting minutes when the corporation actually held a meeting.
Common gotchas
Updating the register without a supporting resolution. The register (directors, officers, share classes) is what the system shows. The resolution is what authorized the change. Make both — counsel will look for the resolution at diligence and a register entry without one is a finding.
Forgetting to attach the signed PDF. A drafted resolution isn't a resolution until it's signed. The structured fields are there to help you find it; the signed PDF is the legal artifact. Both belong on the entry.
Using a free-form folder for templated content. If a resolution fits one of the templates, use the template. Free-form uploads work but don't get the auto-fill, the structured fields, or the downstream links into the cap table and registers. Counsel will appreciate the consistency.
Editing a resolution after it's been signed. Don't. If the resolution needs to change, draft a new one that amends or supersedes the prior. The signed PDF is part of the record forever; editing the structured entry around it creates a mismatch counsel will flag.