written-consent

/written-consent

Load ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md → Board and Corporate Secretary (resolution repository, resolution wording, jurisdiction of incorporation, board composition).
Use the following workflow.
Identify the action and classify it (routine/review flag).
If it is a review flag: present the outside counsel warning and confirm before continuing.
Search the resolution repository for the closest precedent. If there is no repository: use the seed resolutions in ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md .
Draft the resolution in internal format, based on the precedent.
Output: draft resolution + signatory checklist + review notes.

Matter context

Matter context. Check the practice-level CLAUDE.md for ## 事项工作区. If Enabled is ✗(the default for corporate legal users), skip the rest of this paragraph—the skill uses practice-level context, and the matter mechanics are not visible. If it is enabled and there is no active matter, ask: "Which matter is this? Run /corporate-legal:matter-workspace switch <事项简称> or say 实务级." Load the active matter's matter.md to obtain matter-specific context and overriding rules. Output is written to the matter folder ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/matters/<事项简称>/. Unless 跨事项上下文 is 开, never read files from other matters.

Purpose

Most routine board approvals do not require a meeting. Executive appointments and removals, equity grants, bank authorizations, contract approvals beyond executive authority, related-party arrangements—these are done by unanimous written resolution. This skill drafts quickly in your internal format, finds the prior resolution closest to your needs, and flags actions that should have outside counsel review before anyone signs.

Scope warning—read before drafting

This skill is designed for routine resolutions that have a direct precedent in your repository or seed file. Routine actions—executive appointments and removals, equity grants, annual authorizations, standard contract approvals—are appropriate use cases. This skill finds the closest matching prior resolution, adapts it to the current action, and produces a clean draft.

For significant individual actions, outside counsel review is prudent regardless of what this skill produces. This includes: M&A transactions (asset acquisitions, stock acquisitions, mergers, investments), financing rounds, issuance of equity to new investors, change-of-control provisions, dissolution or liquidation, significant real estate transactions, and any action that will be scrutinized in a subsequent due diligence process.

When an action looks like a significant individual action, this skill will automatically flag it. The flag is not a block—you can continue. It is a prompt to think about whether a clean precedent-adapted draft is sufficient for this particular action.

Significant action + urgency = stop

A board resolution for a significant one-off action (M&A, financing, liquidation, capital structure change, director election tied to financing or M&A) that the user wants signed today—"send for e-signature this afternoon," "meeting in an hour," "sign tonight," "we need to close before market open"—requires review by outside counsel. Not because the plugin cannot draft—but because a wrong resolution on a significant action is a one-way door, and urgency pressure is exactly when errors happen.

Trigger conditions (both must be met simultaneously):

The action falls within the followingreview flag—significant one-off actioncategories (M&A, financing, liquidation, capital structure change, change-of-control provisions, director elections tied to financing or M&A, significant real estate transactions, and any action that will appear in a future financing or M&A data room).
The user's request contains irreversible signals—"send for e-signature," "sign today," "board signs this afternoon/tonight," "needs to be before [market open/closing/X o'clock meeting]"—any statement in the same turn committing to sign.

When both are met simultaneously, output the following and stop:

⛔ Significant action + same-day signing—I will not mark it as signable.

This is [action type], which is a one-way door. You are asking to sign today. This combination is exactly the situation in which a board resolution error is hardest to undo.

I will draft—gladly—but I will not mark it as signable without review by outside counsel. If outside counsel is already on this transaction, give this draft to them. If not, this is precisely what outside counsel is needed for. The All China Lawyers Association or the local lawyers association in your location can direct you to a lawyer referral service.

Two paths forward:

I draft, outside counsel reviews, then sign—the customary path for significant corporate actions. Tell me to draft.

Outside counsel is already on this transaction and has approved the drafting path—tell me who reviewed it and when. I will proceed and include a note in the draft that outside counsel has reviewed it.

Without choosing path 1 or path 2, I will not draft under same-day pressure in a form that is "ready to send for signature." This is not delay—this is the only defensible way for a same-day signed significant-action resolution if anyone looks at the file later.

Do not proceed to Step 1 or any drafting until a clear response choosing path 1 or path 2 is received. A routine resolution without a significant action trigger, or a significant action resolution without a same-day signing requirement, follows the normal process below—the "recommend outside counsel review" flag for the significant one-off action categories still applies, but there is no hard stop.

Load context

~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md → ## 董事会与公司秘书：
- Resolution repository location
- Internal resolution wording
- Place of incorporation (for notice requirements)
- Board composition (for signatory list)
- Written resolutions—scope and limitations

No precedent hard stop

If (a) ## 董事会与公司秘书 → no resolution repository is configured in the resolution repository, and (b) no seed resolution document has been provided to this skill (whether uploaded in this turn or in ## 董事会与公司秘书 → the resolution format section extracted references to resolution/recital/authorization language from a specific seed file),stop before drafting. Do not proceed to Step 1 information gathering, do not draft from a generic template, and do not "get started" with a fill-in format.

Output exactly the following block and wait for a response:

No precedent available — stop before drafting.

I do not have a precedent that matches your format. A board resolution not drafted in your internal format would require more corrections than it saves — the resolution wording, the depth of the recitals, the authorizing template language, and the signature block conventions all carry internally specific choices, and if I start from a generic template, the reviewer will rewrite it from scratch.

Two ways to unblock:

Paste or upload a prior resolution(any recent written resolution of this company, any category — I extract the format, not the substance), or

Tell me "draft with a generic template — I will adjust the format myself"— choose this option only if you explicitly state that you will manually rework the resolution wording, recital style, and authorization block before distribution. Please say so explicitly; I will not infer this.

Which would you like to choose?

Do not proceed until an explicit response choosing one of these paths is obtained. A drafting attempt lacking precedent is the highest-rework, lowest-value output this skill can produce — the hard stop is intentional.

Step 1: Identify the action

Ask the user what action the board needs to approve. Collect:

Approving what?(One sentence.)
Any supporting details? For example: the name of the officer being appointed or removed, the amount and price of an equity grant, the counterparty and contract amount for a contract approval.
Effective date: Today, or a specific date?
Signatories: The full board, or a specific committee? If ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md the scope of written resolutions says certain actions require a meeting rather than a resolution, flag it here.
Are there any director conflicts? Does any director have a material interest in the action being approved? If so: flag it. A conflicted director may still be able to sign, depending on applicable law and the nature of the conflict, but the resolution should disclose it and the user should confirm.

Action classification

Classify the action before searching for precedent:

Routine — direct precedent likely available:

Appointment or removal of officers
Equity grants to participants in an existing equity incentive plan (options, restricted stock, restricted stock units)
Bank account authorization or signatory updates
Contract approvals below materiality thresholds
Annual authorization resolutions (tax matters, benefit plans, etc.)
Related-party borrowing or services agreements on arm's-length terms
Change of registered address or registered agent

Review flag — significant one-off actions, external counsel review recommended:

M&A transactions (acquisitions, mergers, asset purchases, investments)
New financing round or debt financing
Issuance of equity to new investors
Change-of-control provisions or triggers
Approval of agreements that themselves require board approval under the articles of association or a shareholders' agreement
Dissolution, liquidation, or bankruptcy filing
Significant real estate transactions
Any action that will appear as a board approval exhibit in a future financing or M&A data room

If the action falls into a review flag category, before drafting show:

⚠️ External counsel review recommended. This looks like [action type], which is a major corporate action, and a draft adapted from precedent may be insufficient. Consider having it reviewed by external counsel before distribution. Do you still want me to proceed with drafting?

Step 2: Search for precedent

If a resolution repository is connected

Search the repository for the closest prior resolutions. Search strategy:

Search by action-type keywords (such as "executive appointment and removal," "equity grant," "bank authorization")
Return the closest matching resolution, or if multiple close matches exist, ask the user to choose:

I found [N] prior resolutions that look similar to this:

[Resolution title/description] — [date]

[Resolution title/description] — [date]

Which one is closest to your needs? Or should I use the most recent one?

Read the selected resolution. Extract: resolution wording, whereas clause structure, authorization language, any specific conditions or exceptions.
Note any differences between the prior action and the current action that need to be updated in the draft.

If there is no repository (only seed documents)

From ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md Extract the format from the seed resolution in . Note: no precedent retrieval is available—the draft will follow the internal format but will not have a substantive precedent match. Flag this to the user:

No resolution repository is connected, so I am taking the format from the seed document. For this particular action type, you may need to check whether there are prior resolutions that can serve as a substantive starting point.

Step 3: Draft the resolution

Use the internal format. The following structure is standard—adjust it so that it exactly matches the precedent or seed format.

[公司名称]
[董事会 / [委员会名称]]
一致书面决议

[日期]

以下签署人，构成[公司名称]（一家[注册地][有限公司/股份公司]，以下简称"公司"）[董事会 / [委员会]]的全体成员，依据[《公司法》第XX条/适用公司章程]通过书面决议替代会议，兹通过如下决议：

[议程项目 / 行动标题——如有多项决议]

鉴于，[背景叙事——一两句陈述相关事实和董事会为何被要求行动]；

鉴于，[如需要，附加叙事]；

现，因此，决议如下：[正在批准的具体行动，用精确语言——列名称、述金额、引用相关的具体协议或文件]；

进一步决议如下：[任何相关或执行决议——例如授权签署文件的具体高管、授予的权限]；

进一步决议如下，公司的高级管理人员各自且共同被授权和指示，以公司的名义并代表公司，采取一切行动，签署和交付该等高级管理人员认为必要或适当的所有文件、文书、证书和协议，以执行前述决议的意图和目的；

进一步决议如下，公司任何高级管理人员此前就前述事项采取的任何行动，特此予以追认、确认和批准。

[如为多项决议，为每个额外行动重复鉴于/决议块]

本书面决议可签署一份或多份副本，每份副本应被视为正本，全部副本共同构成同一文件。电子签名视为所有目的之原始签名。

[签署栏——每位必需签署人一份]

_______________________________
[董事姓名]
[职务，如适用]
日期：_______________

[每位董事/委员会成员重复]

Resolution drafting notes

Be precise. Vague resolutions create problems in due diligence. "Approve the transaction" is not useful. "Approve the asset purchase agreement between [buyer] and [company] signed on [date], substantially in the form attached as Exhibit I to this resolution" is useful.
List the authorized signatories. If a specific executive needs authority for a specific matter, do not say "senior management." List names.
Reference exhibits. If a document is being approved, attach it as an exhibit and reference it in the resolution. A resolution is only as useful as its specificity.
Match internal wording strictly. "Resolved as follows" versus "Now resolved" versus "Resolved"—use the wording in the precedent or seed document. Do not switch formats within the same resolution.

Step 4: Confirm the resolution rules of the place of incorporation

Check ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md place of incorporation in . Before drafting, research that jurisdiction's requirements for written resolutions:

Do board written resolutions require unanimity, or is a lower threshold permitted?
Is notice required for directors who do not sign? What is the timing?
Is notice required for shareholders who do not sign (for shareholder resolutions)? What is the timing?
What forms of signature are valid (wet ink, electronic, counterpart)?
Do the articles of association or bylaws override any default rules—for example, a higher signing threshold, a different notice window, or restrictions on which actions may be taken by resolution?

Cite the controlling statutory provisions relied on and any articles/bylaw provisions. Verify currency—company law provisions are amended regularly. When stating a rule you have not confirmed, flag the uncertainty for lawyer verification.

If ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md Recorded the internal position on these issues, apply it and explain the legal support relied upon. Add a brief "Applicable Law Notice" block in the output summarizing what you confirmed (or flagged), so the user is not left hanging.

Step 4.5: Consequential Action Admission (Signing the Resolution)

Before proceeding to output: Read ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md in ## 使用者. If the role isnon-legal personnel：

Signing a written resolution has legal consequences—it binds the company and becomes a corporate record. Have you reviewed it with a lawyer? If reviewed, proceed. If not reviewed, here is a brief explanation to bring to a lawyer:

What the action is (resolution content)

What the analysis found (applicable law notice, signing threshold, any flagged conflicts)

Open questions (any of the above flagged for lawyer verification)

What could go wrong (invalid resolution, breach of fiduciary duty, signing defects, conflicts not properly handled)

Questions to ask the lawyer (is this the correct approach; are there missing recitals; do the articles of association/bylaws permit use of a resolution for this action)

If you need to find a lawyer: contact the All China Lawyers Association or your local lawyers association for referral services.

Do not cross this admission to produce the final signing version before obtaining explicit consent. Research, format extraction, and annotation as a draft for lawyer review are permissible.

Step 5: Output

Produce:

Draft resolution—complete, ready for review and distribution. A signed written resolution itself is a corporate record and is not protected by privilege; do not apply a work product header to a distributed resolution. Drafting notes, signatory tracker, and the following analysis are work product—apply the work product header in ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md ## 输出规范 (varies by user role—see ## 使用者）：
```
[工作成果页眉 — 按插件配置 ## 输出规范 — 因角色而异；参见 `## 使用者`]
```
Signatory checklist:

[工作成果页眉 — 按插件配置 ## 输出规范 — 因角色而异；参见 `## 使用者`]

签署人检查表 — [行动] — [日期]

所需签署人（需要一致同意）：
□ [董事姓名 1]
□ [董事姓名 2]
□ [董事姓名 3]
[等等——从 `~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md` 的董事会组成中提取]

冲突披露：
[无 / [董事姓名]具有已披露的利益——确认是否需回避或披露]

适用法律通知：[已确认规则——注册地 / 待确认]

Review notes:

[工作成果页眉 — 按插件配置 ## 输出规范 — 因角色而异；参见 `## 使用者`]

分发前——检查：
□ 决议措辞精确描述了行动（无模糊批准）
□ 生效日期正确
□ 全部必需附件已附上并引用
□ 授权签署人正确列名
□ 任何董事冲突已披露或解决
□ 对重大行动：外部律师已审查

Final note on the draft—add before distribution. Add before the draft resolution as a separate pre-signing note, and remove this note before signing:

This is a draft for lawyer review, not a signed resolution. Signing binds the company and becomes a corporate record—a licensed lawyer reviews, edits as needed, and assumes professional responsibility before issuance. Do not distribute for signing without review.

What this skill does not do

Does not determine whether an action legally requires board approval—that determination belongs to the lawyer.
Does not advise on director fiduciary duties or conflict of interest resolution—it flags conflicts for the lawyer to handle.
Does not replace external lawyer review for significant transactions—the scope warning is sincere, not a template.
Does not distribute resolutions—the output is for lawyer review and sending through your own process.
Does not track returned signatures—the signatory checklist is a starting point; signature tracking is done manually or through your document management process.