Signed Without Authority Is Filed in Error: Board Resolutions at the Deadline

What it does

An entity governance filing deadline brings a board resolution pack into the Corporate Secretary's queue, often for several subsidiaries at once. The pack has to be read before anything is filed, because a resolution signed by someone without authority makes the filing defective. Packs mix signed scans, circulated written resolutions, and attachments from local advisers, such as a certified extract from a foreign register.

The AI separates the pack into resolutions and annexes, reads the entity name, registration number, resolution type, passing date, quorum, and signatories, and checks them against the entity register, the articles, and the delegated authority matrix. Each value keeps a page reference and a confidence score. It flags a signatory who is not a serving director, a quorum below the constitutional minimum, and a superseded version circulating alongside the executed one.

The Corporate Secretary accepts the pack, corrects a field, refers it back to the sponsor, or escalates it. Legal Counsel reviews only the flags that need legal judgment, for example a resolution conflicting with the articles. No filing proceeds on unverified evidence, and each referral is recorded so a recurring drafting fault reaches the template owner.

Where the value comes from

Filing seasons compress, and the Corporate Secretary spends them reading resolution packs rather than governing the process that produces them. The benefit that leads this case is lower review effort per pack, priced through `review_time_reduction`. Across a group with many subsidiaries, that difference decides whether statutory dates are met without temporary support, and whether the register stays accurate between filings.

Three inputs must be measured first: annual document volume, baseline minutes per review, and fully loaded hourly cost. They feed the `transaction_based_time_saving` model, which prices each pack review as one transaction rather than a blanket percentage. Acceptance rates, referral counts, and override reasons in the filing workflow then show how much of that saving remains once real packs arrive.

Every other stream is stated apart from the headline. `straight_through_processing_increase` describes packs clearing without a reviewer touch, which is the same time already counted. `error_rework_reduction` has a monetization path but needs its own error count and cost per re-filing to be priced. `data_quality_confidence` and `exception_pattern_visibility` carry no path and no client inputs at all, so they stay control indicators on the governance record rather than money.

How work changes

Corporate Secretary spends less time opening the board resolution pack, locating fields, checking tables, and retyping values. Manual sorting also declines because document classification happens before the review queue. The role still handles exceptions, but fewer routine checks consume the day.

The role takes on more structured review work. It validates extracted fields, resolves confidence flags, records correction reasons, and monitors recurring document defects. That work requires discipline because each correction becomes evidence for later tuning and audit review.

The Legal Counsel participates only when the validation flags cross defined thresholds. Those thresholds may involve policy authority, compliance sensitivity, privacy concerns, financial exposure, or specialist interpretation. The secondary role should not review every document because that would remove the efficiency gain.

Required skills include document quality judgment, field validation, exception triage, and basic confidence-score interpretation. Accountability remains with the business owner who accepts the record. Freed-up hours become monetizable when the organization reduces backlog, avoids hiring, redeploys capacity, or changes staffing plans.