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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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What you get

Pack of 8 files: 5 documents, 3 spreadsheets

Corporate Minute Book Checklist
  • A Gap Has A NameDocument
  • Records IndexDocument
  • Gap MemoDocument
  • Ratifying Board ConsentDocument
  • Notice of RatificationDocument
  • Authority LedgerSpreadsheet
  • Gap RegisterSpreadsheet
  • Records Demand IndexSpreadsheet
RiverCorporate Minute Book Checklist

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.

ActDateNature of the failureStockholder voteState filingCure
[an equity grant][date]No board approval of any kindNot requiredNoBoard resolution and notice
[a share issuance][date]Issued beyond the authorised countRequiredCertificate of validationBoard, then stockholders, then a filing
[a board consent][date]Signed by four of five directorsNot requiredNoBoard resolution and notice
[a stockholder consent][date]Last signature returned 74 days after the firstRequiredNoRe-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.

Nine years of records, six defects, and the two nobody would find by reading

The register that grades each gap by its cure, the arithmetic that turns a signed consent into board action or nothing, and the demand list the minute book does not match.

Corporate Minute Book Checklist
RiverGap Register

Halbrook Instruments, Inc.  ·  Delaware  ·  incorporated 2017

Gap Register

Illustrative rows for a fictional company preparing for a Series B. Six defects, four distinct cures.

ActDateNature of the failure of authorisationStockholder voteCertificate of validationNotice list size
Option grants to 14 employees2019-03-06Granted by the CEO. No board or committee approval existsNoNo31
Series A-1 issuance of 1,250,000 shares2021-11-18Common authorised at 10,000,000. Issued count reaches 10,340,000YesYes44
Adoption of the 2020 equity plan2020-01-30Written consent signed by 4 of 5 directors. Board had five seats on that dateYes, plan adoptionNo27
Charter amendment increasing authorised common2021-10-04Stockholder consent: first signature 4 Oct, last returned 17 Dec, 74 daysYesYes39
Appointment of the second independent director2022-06-21Board seat count exceeded the maximum in the bylaws as then in effectNoNo44
Repurchase of 88,000 founder shares2018-08-14Approved and papered. Register entry never maden/aNon/a

The last row is the one that is not a defect

An unrecorded transfer is a bookkeeping failure, not a failure of authorisation. The repurchase was authorised, the paper exists and the act is valid. It belongs in the Records Index as a correction, and putting it on this register alongside five real defects is how a gap memo stops being read.

Rows two and four compound

The overissue in 2021 is downstream of the charter amendment in the same quarter. The amendment that would have authorised the shares was approved on a consent that never assembled inside its window, so the issuance beyond the old ceiling has no authorised shares behind it. Two rows, one root, and fixing the second without the first fixes nothing.

Notice list size is computed from the stock ledger as it stood on the date of each act, not as it stands today. Row one's list is thirteen people smaller than row two's for that reason.

RiverCounting a consent

Counting the 2020 equity plan consent

The binder shows a signed unanimous written consent. Signed is not the test.

QuestionAnswerSource
What does board action without a meeting require?Every member of the board or committee8 Del. C. 141(f)
How many seats did the board have on 30 Jan 2020?5Charter as amended 2019-05-02, board resolution setting the size
Who held those seats on that date?Halbrook, Osei, Renner, Villanueva, and the Series A seatDirector register, dated entries
How many signatures does the consent carry?4The document itself
Which seat is unsigned?The Series A seat. Vacant 12 Jan to 9 Feb 2020Resignation letter, replacement consent
Does a vacancy reduce the denominator?Not by itself. The bylaws set the count, and the seat was vacant rather than eliminatedBylaws art. III sec. 2
VerdictNot board action. Ratify under 8 Del. C. 204Gap Register row 3

Why a current director register cannot answer this

Every question above is asked as of a date in 2020. A register listing who the directors are today answers none of them, and it is the register almost every minute book actually keeps. Composition has to be dated, with each appointment, resignation and seat change carrying its own effective date, or the denominator for every historical consent is a guess.

The vacancy is the interesting part

Four of four is unanimous and four of five is nothing. Which of those the document is depends on whether the fifth seat was vacant or eliminated on that date, and the difference is a board resolution nobody thought was important. This is why the count is a worked line rather than a checkbox.

RiverBooks and records

What a books and records demand actually reaches

Delaware enumerates the categories. The minute book tab list is not that list.

Statutory categoryWindowIn the minute book?Held by Halbrook?
Certificate of incorporation, with anything incorporated by referenceNo limitYes, tab 1Complete
Bylaws then in effect, with anything incorporated by referenceNo limitYes, tab 2Current only. No dated history of amendments
Stockholder meeting minutes and signed consents3 yearsYes, tab 6Complete
Communications in writing or by electronic transmission to stockholders generally3 yearsNo tab existsInvestor updates live in one founder's mailbox
Board and committee meeting minutes, and records of any board or committee actionNo limitYes, tab 5Two 2018 meetings have no minutes
Materials provided to the board in connection with actions takenNo limitNo tab existsBoard decks in a shared drive, unindexed, nine years deep
Annual financial statements3 yearsNo tab existsHeld by finance
Director and officer independence questionnairesNo limitNo tab existsNever collected

Four of the eight categories have no tab in any published checklist

Board materials and independence questionnaires are the two that surprise people. A deck circulated before a vote is a record of the corporation, and it is reachable on a demand that the minute book, kept exactly as every guide describes, does not answer.

The windows are not the same, and that is a retention decision

Stockholder minutes, communications to stockholders and financial statements reach back three years from the demand. Board minutes, board materials and questionnaires carry no stated limit. A retention policy that deletes at seven years across the board is throwing away one set and keeping another for no reason anybody chose.

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What's in the pack

01

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.

02

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.

03

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.

04

Records Index

The book's own index, dated, with every entry linked to the instrument behind it and every correction separated from every defect.

05

Gap Memo

The findings, ordered by what each defect blocks rather than by how old it is, with the compounding chains identified as chains.

06

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.

07

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.

08

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. 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. 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. 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. 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.

Sources

  1. Delaware Code8 Del. C. § 204 (opens in a new tab)
  2. Delaware Code8 Del. C. § 141 (opens in a new tab)
  3. Delaware Code8 Del. C. § 228 (opens in a new tab)
  4. Delaware Code8 Del. C. § 220 (opens in a new tab)

Written by

Chandler Supple

Co-founder & CEO, River

Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.

LinkedInGitHubX

Reviewed by

Brian Joseff, Co-founder, River

LinkedInX

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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.

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