Financing Round Approval Template (Venture-Backed Board)
Template — not legal advice. Check your charter, investor rights agreement, voting agreement, and any side letters, and have company counsel review final papers. Whether a stockholder or series-holder consent is needed, and who gives it, depends on those documents — Prepared Board does not read them or decide it.
Use when the board is asked to approve (or authorize negotiation of) a priced round. The board vote and any protective-provision consent are separate records: the board approves; the holders named in your charter (if any) consent.
Fill this in
| Field | Entry |
|---|---|
| Company | |
| Round / series | |
| Lead investor(s) | |
| Pre-money valuation / raise | |
| Term sheet version pinned in the pack (date) | |
| Board meeting or written consent? | |
| Directors with an interest (fund affiliation, participation) | |
| Disclosed before deliberation? (Y/N) | |
| Recused from the vote? (Y/N, names) | |
| Protective-provision consent needed per charter? (Y/N/ask counsel) | |
| Who gives it (class / series / named holders) | |
| Consent obtained — date and evidence | |
| Closing evidence (executed papers, closing checklist) |
Resolution (fill brackets)
RESOLVED, that the Board approves [the issuance and sale of up to [NUMBER] shares of Series [X] Preferred Stock at $[PRICE] per share / the negotiation of the Series [X] financing substantially on the terms in the term sheet dated [DATE]], substantially as presented in the materials circulated with the pack dated [PACK DATE].
RESOLVED FURTHER, that the Board notes that [the consent of the holders of [CLASS/SERIES] required by Article [__] of the Certificate of Incorporation / no protective-provision consent] [is being sought separately / is not required, per counsel], and that the officers will attach evidence of that consent to this decision before closing.
RESOLVED FURTHER, that the officers are authorized to execute the transaction documents and take the steps reasonably necessary to close, and to attach the executed documents to the corporate record.
Checklist
- Decision brief: why now, alternatives (shop, defer), dilution, runway, recommendation.
- Term sheet and cap table exhibit versions pinned before the vote.
- Fund-affiliated directors disclose; recusal is recorded on the decision (not only in conversation).
- Protective-provision consent noted as its own line — needed? from whom? obtained when?
- Vote outcome recorded as adopted or defeated, with the recused names.
- Executed papers attached as closure evidence; the decision closes with evidence, not "board was supportive."
See it in Prepared Board
On Northlight Robotics, the Q4 Board is in progress with "Authorize negotiation of the Series B term sheet" (NL-2026-12). Gwen Park (Tidewater Ventures, the proposed lead) has a disclosed conflict: "Will recuse before any vote." The motion requires final papers to return to the Board before signing. Sign in as a sample board (see /sample-decision) (password on /facts) or open the pack at /pack/demo-pack-northlight-q4. Board type preset: Settings → Board type preset → Venture-backed portfolio company.
Related: Venture-backed board governance · Recusal record · Closing with evidence.
Product claims stay within /facts and /agent-facts.json.