Corporate Minute Book Checklist
Three registers and five documents that grade every gap in your minute book by the cure it needs and the clock that starts running on it.
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Gap Register
[Company], a Delaware corporation
Every gap is a corporate act that happened. What varies is what went wrong with the authorisation, and that determines the cure.
| Act | Date | Nature of the failure | Stockholder vote | State filing | Cure |
|---|---|---|---|---|---|
| [an equity grant] | [date] | No board approval of any kind | Not required | No | Board resolution and notice |
| [a share issuance] | [date] | Issued beyond the authorised count | Required | Certificate of validation | Board, then stockholders, then a filing |
| [a board consent] | [date] | Signed by four of five directors | Not required | No | Board resolution and notice |
| [a stockholder consent] | [date] | Last signature returned 74 days after the first | Required | No | Re-solicit inside the window |
The middle two columns are what a tab index cannot tell you
Rows three and four both have a signed, filed, well-drafted document sitting in the binder. One is not board action because board action without a meeting needs every director. The other is not stockholder action because the signatures did not assemble inside the statutory window. Counting is the only thing that finds either.
Every bracket fills from your own records. Nothing here ships with a defect already in it.
A minute book checklist gives you tabs. Articles, bylaws, resolutions, share register, director register, minutes, annual filings. Every result on page one gives you the same list, and the list is correct. What none of them tell you is what a gap actually is. Delaware calls it a defective corporate act, and defines the underlying problem as a failure to authorize an act that required board or officer approval. That is a legal state with a statutory cure, not a hole in a binder.
Which is why counting matters more than indexing. Board action without a meeting is valid only if all members of the board or committee consent, so a consent signed by four of five directors is not weak evidence of board action, it is none. A stockholder written consent has to assemble inside sixty days: no consent is effective unless enough signatures are delivered within sixty days of the first. Both documents sit in the binder looking finished.
And the cure needs the record the gap destroyed. Ratification notice goes to holders of valid and putative stock as of the date of the defective act, excluding only those whose identities cannot be determined from the corporation's own records. A share register that was wrong in 2019 is the reason the 2019 defect is hard to fix. Delaware separately enumerates the records a stockholder can demand, and four of those categories have no tab in any checklist. This is the book a buyer's diligence team opens first.
What's in the pack
Authority Ledger
One row per corporate act with the approval it required, the document evidencing it, the signature count against the board as constituted on that date, and a verdict.
Gap Register
One row per defect carrying the nature of the failure of authorisation, whether a stockholder vote is required, whether a state filing is, and the size of the notice list.
Records Demand Index
The statutory books and records categories against what the company actually holds, with the retention window on each and the four that have no tab in any checklist.
Records Index
The book's own index, dated, with every entry linked to the instrument behind it and every correction separated from every defect.
Gap Memo
The findings, ordered by what each defect blocks rather than by how old it is, with the compounding chains identified as chains.
Ratifying Board Consent
The resolution drafted to carry all five statements the statute requires, including the one everybody omits: what the failure of authorisation actually was.
Notice of Ratification
The notice, with the recipient list built from the ledger as it stood on the date of the act, and the challenge window stated on its face.
A Gap Has A Name
The method doc: why counting beats indexing, and which cure attaches to each of the five things that go wrong. It sits beside the register of dated contractual obligations, which asks the same question of the agreements the company signed. The entity management and governance register runs the same source-and-date discipline across a whole family of entities instead of one.
How to use it
- 1
Open in River, or take it blank
Open the pack in River and send whatever you hold, or download the Word documents and CSV sheets from the template library and fill them in.
- 2
Date the composition
Every board seat, appointment, resignation and share transfer gets an effective date before any consent is counted. Nothing downstream works without it.
- 3
Count, then classify
Signatures against the board on that date, delivery dates against the sixty-day window, issued shares against authorised. Then each failure gets its name.
- 4
Cure in the right order
Compounding defects get fixed at the root. Board resolution, stockholder vote where required, certificate of validation where required, notice, clock.
Frequently asked questions
Is this template free?
Yes. The zip is Word documents and CSV sheets, no account and no card. Edit with AI is the other half: the agent dates your board composition, counts every consent against it, and grades what it finds. Other packs sit in the template library.
What format are the downloaded files?
Word (.docx) for the five documents and CSV (.csv) for the three registers, zipped together. Excel, Numbers and Google Sheets open the registers straight off the download, and the memo, index, consent and notice open in Word or Pages.
Is this only for Delaware corporations?
The mechanics are written to Delaware because it publishes the clearest statutory text and most venture-backed companies are incorporated there. The registers are jurisdiction-neutral. Every state has an authorisation standard, a consent rule and an inspection right, and the columns hold whichever ones apply to you.
What if the board is not validly elected?
Then self-help does not reach it, because the ratification route runs through a board acting as a board. That case goes to the Court of Chancery instead, and the Gap Register marks it as a court route rather than a board route so nobody spends a week drafting resolutions.
How is this different from a minute book checklist?
A checklist tells you a tab is empty. This tells you which corporate act happened without authorisation, what specifically failed, who has to approve the fix, whether the state needs a filing, and how many people are on the notice list. Those are five different answers per gap.
Does the agent decide whether something is a defect?
It counts and you rule. Signatures against seats on a date, delivery dates against a window, and every issuance against the share count its own charter authorised. Every row shows the arithmetic and the document it came from, so the call is made from facts rather than from an opinion the register asserts.
When should this run?
Before a financing or a sale process opens, because ratification takes board time, sometimes a stockholder vote and sometimes a filing. Found early it is housekeeping. Found in a data room the other side is reading, it is a disclosure item and a price conversation. The same gap shows up one level up, in whether the policy authorizing the act was itself ever adopted.
Find the defect before diligence does
Take the Word documents and CSV sheets blank, or open this exact pack in River and send it whatever your minute book currently is.
Edit with AI