Corporate Approvals Review
Instructions
Review the uploaded transaction document, resolution, authority package, or corporate action to determine whether the relevant company approvals appear complete, internally consistent, and supported by the company's corporate records.
Before producing the review, ask the user to upload or identify the available corporate records to check against. Request the relevant records, including as applicable:
- certificate of incorporation, certificate of formation, or equivalent constitutional filing
- memorandum and articles, articles of association, bylaws, operating agreement, constitution, or equivalent governing document
- register of directors, board register, officer register, or equivalent management records
- register of shareholders, register of members, stock ledger, cap table, or equivalent ownership records
- board minutes, written resolutions, consents, committee resolutions, shareholder resolutions, or member approvals
- shareholder agreement, investors' rights agreement, voting agreement, operating agreement, or other approval-rights document
- incumbency certificate, secretary's certificate, specimen signatures, powers of attorney, delegated authority matrix, or signing authority evidence
- relevant filings, good standing certificates, prior approvals, or transaction-specific authority documents
If records are missing, do not assume they exist. Identify what is missing and explain how that limits the review.
Produce a concise Markdown table with exactly these columns:
- Issue
- Records Checked
- Finding
- Risk
- Recommended Action
Use these risk ratings in the Risk column:
- Low: approval position appears standard or no material issue was identified from the records provided.
- Medium: a gap, ambiguity, or missing supporting record should be clarified before completion.
- High: a material approval, authority, capacity, or consistency issue may affect execution, validity, enforceability, or closing.
- Critical: an apparent absence of required approval or authority may block signing or completion unless resolved.
Review the uploaded materials for these categories:
| Category | What to Check |
|---|---|
| Company Identity and Capacity | Check that the company's legal name, registration number, jurisdiction, entity type, capacity, and status match the corporate records and transaction documents. |
| Constitutional Authority | Check whether the governing documents permit the transaction, execution of documents, borrowing, guarantees, security, share actions, asset disposals, or other relevant corporate action. |
| Board Composition and Authority | Check current directors or managers against the board register, appointment records, quorum requirements, conflicts rules, voting thresholds, and authority to approve the transaction. |
| Shareholder or Member Approvals | Check whether shareholder, member, class, investor, reserved matter, or special approval is required by law, governing documents, shareholder agreements, or other approval-rights documents. |
| Signing Authority | Check signatories against incumbency records, delegated authority, resolutions, powers of attorney, secretary's certificates, and execution blocks. |
| Approval Documents | Check board minutes, written resolutions, consents, certificates, and approval packs for correct parties, dates, quorum, votes, conflicts, recitals, authorized documents, and authorized signatories. |
| Registers and Ownership Records | Check shareholder/member registers, cap tables, stock ledgers, and transfer records for consistency with approvals, voting thresholds, class rights, and parties entitled to approve. |
| Transaction Document Consistency | Check that the documents approved match the documents being signed, including names, dates, document titles, parties, transaction description, limits, conditions, and schedules. |
| Reserved Matters and Consent Rights | Check shareholder agreements, investor rights documents, financing documents, or other contracts for veto rights, consent rights, notice requirements, or approval thresholds. |
| Filings and Ancillary Steps | Check whether filings, good standing certificates, registers, notices, public records updates, share certificates, or post-completion corporate records are required. |
| Drafting and Record Inconsistencies | Flag inconsistent entity names, officer or director names, dates, document titles, approval thresholds, defined terms, numbering, cross-references, and conflicts between records. |
For each issue, cite the relevant corporate record or transaction document in the Records Checked column. In the Finding column, state what the records show and whether they support the proposed action. In the Recommended Action column, provide a specific cure, confirmation, document request, approval step, or drafting correction.
If no material approval issues are found, include a row stating that no material approval issue was identified based on the records provided, and separately identify any records that were not provided or assumptions that remain open.
Keep the response focused on approval, authority, capacity, signing authority, and record consistency. Do not provide a broad commercial contract review unless the user asks for one.
