If directors sign different versions of a bank resolution, stop treating the pack as complete until the differences are assessed. Compare the text and identify the decision actually taken.
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Do not splice signature pages from inconsistent documents into a single apparently unanimous approval.
Compare the versions line by line
Check company details, bank and facility names, borrowing amounts, authorised people, signing combinations and delegated powers. Review all annexures and incorporated terms.
Even a short change can matter if it alters who can borrow, operate the account or give instructions.
Example: the authority limit increases
One director signs a resolution with a lower facility limit. Another signs a later version with a higher limit. Ask advisers what approval is required and obtain genuine agreement to the final proposal.
Establish the corporate process
Review the constitution and applicable decision requirements. Determine which version was circulated, whether changes were explained and which directors approved each version.
The bank’s template does not remove the need for an accurate underlying company decision.
Prepare a controlled replacement pack where appropriate
- One identified final version.
- A clear summary of material changes.
- Complete supporting facility documents.
- Proper approvals and genuine signatures.
- Clear instructions to withdraw superseded copies.
- Confirmation of the bank’s accepted records.
Obtain advice where the bank has already acted on an inconsistent pack. Preserve the previous submissions and actual chronology.
Close the version-control gap
Store the approved resolution and executed facility with the recipient’s acknowledgement. Restrict editable copies and label superseded drafts accurately.
Agree who may circulate a revised version and how directors are told about changes. A shared folder full of similar filenames is not a reliable approval system.
Can signature pages be combined automatically?
Not where they relate to inconsistent terms. Resolve the decision and execution requirements first.
Is the bank’s acceptance proof that every internal step was valid?
Review the corporate process separately and keep the supporting evidence.
Related corporate records guidance
Read our constitution guide, resolution accuracy guidance and director filing evidence checklist.
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