Board approvals

A clean cap table has the right authorizations behind the numbers. In diligence, counsel checks that every grant and issuance was approved by the board. Board approvals give you one place to record that and produce the paperwork.

Why it matters

Options priced without board approval, a financing closed without a consent, a 409A never formally adopted - these are the gaps that slow a round or force clean-up. Tracking approvals alongside the records they authorize feeds your cap-table health signals and diligence pack.

Record an approval

Open Approvals & Notices → Board in the left navigation and record an approval (admins only). Enter what was approved, its type (option grant, option pool, share issuance, SAFE or convertible note, 409A valuation, priced-round financing, share repurchase, or other), whether it was a board meeting or a written consent, the approval date, and optionally the records it covers. Mark it Draft while you circulate it, then Approved once it’s adopted.

The consent document

Every recorded approval generates a consent PDF - an “Action by Written Consent of the Board of Directors” (or meeting minutes) with the resolution and a director signature block, ready to circulate for signature.

Keep the signed consent on file

When the board has signed - on paper, or through any tool - attach the executed consent to the approval, with the file field on the record form or the Attach signed consent control on the approval’s row. The generated PDF is what Tenacap drafted; the attachment is what the board signed, and the two sit side by side. An attached consent also appears on the page of every stakeholder whose grant the approval covers, under Documents, next to any grant notice they signed through Tenacap. Downloads are limited to workspace admins and editors and the person who uploaded the file, and each one is logged. A board consent is not shown in the stakeholder portal - one consent commonly covers several people’s grants - though files attached to a holder, their grant or their certificate are (see the portal).

The append-only trail

Recording or changing an approval writes a hash-chained entry to your change log (the Board category), so “who recorded which approval, and when?” has a tamper-evident answer.

Your voting board

The Voting board card on the Board page holds your directors. Add each one once, by name and email, with an optional title (Chair, Investor director). A director who steps down can be marked inactive - they stay on the record but are no longer offered as a signer - or removed outright. Admins edit the roster; editors can see it. Every change is a Board entry in your change log. A director is not a stakeholder: someone can sit on the board without holding equity, and holding equity does not put anyone on it.

Collect signatures

Once an approval is recorded, admins can request signatures from the board. The signer list starts with your active voting board filled in; remove anyone who is recused, add anyone else who needs to sign, and Tenacap emails each a secure link to review and e-sign the consent. Each consent shows its signing status - not requested, awaiting signatures, or signed - and the fully-signed consent plus a completion certificate are sealed into one downloadable PDF. When the last signer signs, your admins are notified by email.

The offer after a change

Some cap-table changes almost always need the board’s sign-off: issuing shares, granting options, repurchasing stock, taking a SAFE. After you record one of these, the confirmation asks whether to draft the consent. The link opens the Board page with the record form filled in - the resolution written from what you did, the type set, and the new record linked - as a draft. Nothing is generated or sent until you submit it there and request signatures. An option grant recorded with a board approval date already carries its own approval, so it is not asked again. The Needs a board approval list offers the same link on every outstanding row.

Retiring treasury shares

Shares the company buys back stay issued, in treasury, until the board retires them (DGCL §243). While any class holds treasury shares, the Board page shows Pending board action: retire treasury shares with one form per class. An admin enters the shares to retire (all or part of the balance), the resolution date and an optional note, then clicks Record retirement. That writes the ledger entry and a Treasury retirement approval together, and the shares become authorized and unissued again. A retirement approval cannot be switched back to draft, because its ledger entry is already written. See Buy-backs for a worked example.

Retired shares go back to being available to issue unless your charter says otherwise (DGCL §243(b)). Many venture charters do say otherwise for preferred stock: the NVCA model says preferred shares the company buys back are retired and cannot be issued again. Tenacap does not read your charter, so when you retire preferred shares the form counts them as available to issue, and a proposal from an assistant says so.

From an AI assistant

A connected assistant can read this page: your directors, every approval with the status of its signature request, and the treasury shares waiting for the board. It can also propose anything on it, and an admin confirms each proposal before anything changes:

• Adding, editing or removing a director, or marking one inactive. Nobody is e-mailed. Removing a director does not withdraw a consent already sent to them for signature; the proposal says when one is out.
• Marking an approval approved, or back to draft. This one only you can complete, because approved says the board acted: the proposal waits for an admin, and the change log records that admin as the person who confirmed it. If the approval is a written consent whose signature request is not signed by everyone, the proposal warns you: in Delaware a board acts by written consent only when every director consents.
• Retiring treasury shares. The proposal shows the class’s issued, treasury and unissued shares before and after; no holder’s shares change. If the cap table changes before you confirm, Tenacap shows you the updated numbers and asks again.