Resolutions and meetings
Write a board or members' resolution from a standard text or in Documents, have it signed in E-Signatures, and record meetings with their minutes.
Resolutions lists each company's resolutions and meetings. A resolution is a decision of the board or of the members, written down and signed. Once it is adopted it never changes; a correction is a new resolution.
Starting a resolution
New resolution asks for the company and what the resolution is for. Magpie has standard texts, called starters, for these decisions, each for the board and, where it applies, for the members:
- appointing a director, and a director's resignation or removal
- appointing an officer, such as a secretary
- opening a bank account and naming who signs on it
- issuing shares, approving a share transfer, adopting an option plan and approving an option grant
- approving a SAFE or a convertible note
- approving or receiving the annual accounts, and declaring a dividend
- changing the registered office or the financial year end
- approving a contract and who signs it, and appointing accountants or auditors
- a written resolution of the members, in your own words
Each starter is a standard text that does not name a country's law. Check your articles or bylaws for who must sign and whether a meeting is needed. Your own text starts a resolution written in Documents instead.
A board resolution of a company with one current director is a sole director's resolution. Edit details in More changes the title and the kind.
Answering the questions
A resolution from a starter asks its questions above its text, such as the new director's name and the day they start. The company's name and registration number are filled in. The text below changes as you answer. Write in Documents turns the text so far into a Document you can change freely; the questions no longer apply after that.
Signing
Choose who signs lists the company's officers and holders, each with an email address. Until you choose, a board resolution shows the current directors. Send for signature prints the text and sends it through E-Signatures, which emails each signer. The text cannot change while it is out for signature.
When everyone has signed, the resolution is adopted on the day of the last signature, the signed copy is filed with the company's documents as a Resolution, and the person who sent it is emailed. If a signer declines, or the request is voided or expires, the resolution goes back to a draft with the reason, and can be changed and sent again.
Record as adopted adopts a resolution signed on paper or passed at a meeting: give the day it was adopted, the meeting, and the signed copy if you have one.
What adopting a resolution records
Some starters record what they decided when they are adopted, and the resolution's page lists it:
| Starter | Records |
|---|---|
| Appoint a director, Appoint an officer | The officer, from the day given |
| Accept a director's resignation, Remove a director | The day they leave office |
| Adopt an option plan | The plan and its pool |
| Change the registered office | The company's registered office |
| Change the financial year end | The company's year end |
| Approve an issue of shares, a share transfer or an option grant | A prepared issue, transfer or grant, with Record to check it and record it |
If one cannot be recorded, such as an officer already recorded with the same role and date, the resolution is still adopted and the page shows the reason with Try again.
Withdrawing
Withdraw in More keeps the resolution, marked as withdrawn. A draft can also be moved to Trash. Withdrawing a resolution that is out for signature does not stop the signing; void the request in E-Signatures to do that. If it is signed anyway, the signed copy is filed and nothing is recorded.
Meetings
New meeting records a board meeting, an annual general meeting or a general meeting on a date and time. Its page records where it was held, the day notice was given, who was present and who sent apologies, and the resolutions adopted at it.
Write the minutes starts a Document with who was there and the resolutions adopted. When the minutes are final, Close the minutes prints them and files them with the company's documents as Minutes. After that the minutes and the meeting's details do not change.
If a resolution's signing does not finish as expected, Contact support.
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