An email saying “looks fine” may leave uncertainty about what a director approved. Before relying on the exchange, identify the exact proposal and assess whether the company’s decision process was met.
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The answer depends on the constitution, applicable requirements and facts. An informal positive reply should not automatically be treated as a signed resolution for every purpose.
Identify the final proposal
Collect the message thread, attachments and versions. Establish whether the director saw a final document or an early outline with material terms still missing.
Separate agreement to explore a transaction from approval to enter the final contract. They can carry very different consequences.
Example: the price changes after the reply
A director responds positively to a draft purchase. The supplier later increases the deposit and changes the delivery terms. Do not assume the earlier reply approves the amended transaction.
Review the governing procedure
Check the company constitution, relevant approval requirements and any permitted written-decision process. Ask advisers how conflicts, quorum and consent requirements apply.
Also check what a recipient such as a bank requires as evidence. The recipient’s document request and the underlying validity question should be reconciled.
Prepare a clarification rather than inventing agreement
- State the final decision requested.
- Attach the complete current documents.
- Identify material changes from earlier versions.
- Obtain the required genuine approvals.
- Record the actual decision and date.
If work has already started, preserve the original correspondence and seek advice on the position. Do not turn a tentative reply into an unconditional historical approval by rewriting the thread summary.
Improve the next approval request
Use clear language about the action, amount, counterparty and version. Give directors sufficient information and a way to raise questions.
Store the decision with the executed agreement and supporting papers. A searchable approval file reduces later disagreement about what the board actually considered.
Can an email ever form part of a valid decision?
Review the applicable process and evidence. Do not assume email is either always sufficient or always invalid.
Does a positive reply approve later changes?
Establish what the person actually agreed to.
Related corporate records guidance
Read our constitution guide, resolution accuracy guidance and director filing evidence checklist.
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