Create, send, and manage a resolution
Prepare a shareholder resolution, verify its recipients, send it, manage irreversible outcomes, and publish results.
Create a shareholder resolution for one fund or SPV, send it to the reviewed account signatories, and manage its final state. Sending, deleting, and voiding have irreversible effects, so the recipient preview and confirmation are part of the procedure.
Before you begin
You must be signed in as an Admin of the intended organization. Organization members can browse Resolutions. The Guest organization role grants no administrator-surface Resolutions access, while assigned-voter access is a separate account-assignment contract. Only an organization Admin can create, edit, send, delete, void, or publish results.
Before opening the form:
- confirm the intended organization and fund or SPV;
- verify that every eligible investment account has the correct default signatory group and current email addresses;
- decide whether investors in any feeder fund should receive a separate vote;
- prepare only approved governance materials in a supported document format; and
- agree on a future voting deadline in UTC.
Submitting sends the resolution immediately. A sent resolution cannot be edited or returned to Draft. Correct a material mistake by voiding it and creating a replacement.
Draft means unsent and editable, not private. Keep its title, preamble, voting matters, and documents suitable for visibility to current organization members.
Create and send a resolution
- Open the intended vehicle in Venture, select Cap table, then select Shareholder resolutions. The list routes are
https://venture.infra.one/app/orgs/:org_slug/funds/:id/cap-table/shareholder-resolutionsfor a fund andhttps://venture.infra.one/app/orgs/:org_slug/spvs/:id/cap-table/shareholder-resolutionsfor an SPV. - Confirm the organization and vehicle shown on the page, then select Create new resolution.
- Under Resolution details, enter the Resolution title, choose a future Voting deadline, and write the Preamble. The preamble supports Markdown and accepts at most 10,000 characters.
- Under Documents, add up to 20 approved files in one upload batch. Each file can be at most 250 MB (250,000,000 bytes). Supported formats are
.pdf,.doc,.docx,.odt,.jpg,.jpeg,.png,.webp, and.heic. - Under Voting matters, enter at least one matter. Each matter supports Markdown and accepts at most 5,000 characters. Select Add voting matter for each additional question.
- Select Save as draft if the resolution is not ready. A draft needs a title. Otherwise, select Continue. Continue persists the draft, its first-step details, and uploaded documents before opening Preview and send.
- Under Feeder funds, enable only the feeder funds whose underlying investors should receive this resolution. Each feeder selection is saved immediately; using Previous or leaving the page does not roll it back.
- Reload Preview and send immediately before Submit, then review Recipients for the main fund and every selected feeder fund. Check Investment account, Recipient name, and Email. The displayed preview is a point-in-time view built from accounts with a closed investment and the members of each account’s default signatory group; Submit derives that audience again from the current investment and signatory data. If the preview shows No records found., do not submit; correct the investment or signatory setup first.
- Select Submit, then read the confirmation: the resolution will be sent to all the recipients. Confirm only after the vehicle, future deadline, voting matters, documents, feeder selections, and every recipient row are correct. If another Admin is changing an investment, default signatory group, or recipient email, stop and coordinate first; keep that data unchanged from the final reload through confirmation. For a reopened draft, actively verify or update the date immediately before submitting; do not rely on the final action to catch an unchanged stale deadline.
Success check
Venture returns to Shareholder resolutions and the row shows Sent with a Sent at date. Open the row and confirm Resolution details, Votes by account, and the expected recipient accounts.
Sending creates one vote for each eligible investment-account and fund pair, assigns the signatories resolved from current eligible accounts at send time, grants them access to the resolution documents, creates a dashboard task and notification for each assigned voter, and queues a resolution email. Sent confirms those records and queued effects; it does not prove email delivery. If one account is eligible through both the main fund and a selected feeder fund, it receives separate votes for those two fund relationships.
Manage a draft or sent resolution
- Return to Cap table → Shareholder resolutions for the intended vehicle. Use Search by title… or the Status filter to find the record.
- For a Draft, select its title to continue editing. Continue saves the first step, feeder selections persist as soon as they change, and Save as draft preserves the current form values. Removing an already-saved document also takes effect immediately and cannot be undone in the form; re-upload the approved file if removal was accidental. Remove a saved document only from the visible Documents list of the open draft. If the expected row is not present, stop and reopen the draft from the intended vehicle’s Shareholder resolutions list.
- To discard a draft, open its row menu, select Delete, then confirm Delete draft resolution. Deletion is irreversible and removes the draft together with its associated document workspace, including uploaded documents. Recreate the resolution and re-upload approved files if deletion was accidental.
- For a Sent resolution that must not continue, open it, open Resolution actions, and select Void resolution. The confirmation states that the action is irreversible and all voters will be notified.
- Confirm that the detail page shows Voided and This resolution has been voided and will not produce any effects. This is status copy, not an erasure guarantee: prior answers, signatures, and completed tasks remain in the historical record. Voiding ends pending or in-progress voter tasks and queues a void notice, but it does not recall messages or guarantee removal of document access already granted to voters. It cannot restore a draft or create a corrected copy; create and review a replacement separately.
Do not rely only on removing an assigned signatory’s account membership to stop an already-sent resolution. Use the Void resolution procedure, confirm Voided, correct the account’s default signatory group, and then create a replacement.
Publish closed-resolution results
A sent resolution remains open through 23:59:59 UTC on its deadline date. After that date, the daily close process moves it to Closed and ends any open voter tasks. Closing does not send results automatically.
- Open the Closed resolution and reconcile Votes by account, Response summary, and the deadline before preparing a report.
- Under Resolution results reporting, add one supported file of at most 250 MB, then select Upload document. If a report is already present, select Upload a different results report, add the replacement, and select Replace document.
- Reload the detail page, open the uploaded report, and verify the approved results filename and content immediately before Send resolution results. Replacing the file removes the prior results-report share link; do not treat the old link as retained evidence. Ask other Admins not to replace the report from this final reload through confirmation.
- Reconcile Votes by account with the intended results audience. Results are sent to every stored voter assignment, including an assignment that became stale after the resolution was sent. If an assigned voter is no longer intended to receive the report, do not send: a Closed resolution cannot be voided, so preserve the details and contact support through an approved private channel.
- Select Send resolution results and confirm the named resolution. This reloads the current report, gives the stored assigned voters access to it, queues results emails, and records the send time. The confirmation names the resolution, not the report filename, so confirm only while the report remains unchanged.
- Confirm the page says Results report sent to the voters on followed by the expected date.
- Before you send results again, confirm the last send date, current report, and stored voter audience. The confirmation warns that results were already sent; resend only when a repeat notification is intentional.
- Select Download report under Resolution votes report to download the generated PDF with resolution details, votes, and signatures. Store it only in an approved location.
Results success check
The closed detail page shows the approved results filename and the expected results-sent date. A queued email is not delivery proof; use the organization’s approved delivery follow-up if a recipient reports that the message did not arrive.
Troubleshooting
If a control is missing or a mutation is rejected, confirm the organization role and record state in Resolutions permissions and lifecycle. For recipient, deadline, count, deletion, voiding, report, or delivery problems, use Troubleshoot Resolutions before creating a duplicate or resending results.