Resolutions from templates: why the wording belongs to the notary, not the software

Every corporate service provider produces the same handful of documents over and over: minutes of the annual general meeting, a resolution to appoint or dismiss a director, a dividend distribution, a change of proxy holder, the approval of a transaction. Ninety percent of each document is data that is already in the file: the name of the entity, its corporate seat, the registration number, the board, the share capital, the shareholders and their holdings. Ten percent is what the meeting decided.

It is tempting to build those documents into the software. Resist it.

Whose text is it

The wording of a resolution is a legal matter. It has been reviewed by the firm's notary, adjusted for the jurisdiction, sometimes negotiated with a client's counsel. It changes when the law changes or when the notary has a better idea. If that text lives in the software, every comma is a software release, and the firm no longer owns its own documents. If it lives in a template the firm manages, the notary edits a Word file and is done.

What the software should do instead

Three things. Keep the templates where the firm can edit them, with placeholders in a form the firm already uses, square brackets say, because rewriting twenty existing templates to a new placeholder syntax is a week of work nobody asked for. Fill every placeholder that can be filled from the file, and ask only for what cannot: the type of meeting, the financial year, a date, an amount. And show the result before storing it, with the placeholders that are still empty listed at the top, so that a document with a hole in it never leaves the building by accident.

[name entity] → Zonneveld Beheer B.V.
[corporate seat] → Rotterdam
[shareholders list] → J. Zonneveld (40%), Meridiaan Holding B.V. (60%)
[amount] → still empty, please fill in

Where the document ends up

The generated document goes into the same block where the signed version will later be uploaded, next to the other resolutions and minutes of that entity. Not in a downloads folder, not in an e-mail. The file is the file. Everything that belongs to the entity lives in it, including the things the software wrote.