For private & public corporations · Starting at $200/month

Board management software for corporations — a minute book built to hold up to diligence

When a buyer's counsel, a lender, an auditor, or a litigant comes asking, the questions land in the same place: the board's record. Boardwise is a board of directors portal that gives private and public corporations a clean, exportable minute book — board and committee minutes, the materials directors actually received, and passkey-verified written consents under DGCL §141(f) — without the enterprise price tag or the multi-week onboarding. $200 per month flat, for the entire company.

Unlimited directors, committees, and observers. No per-seat fees. No setup fees. No annual contract. Migration handled.

Built for the record a corporation is actually judged on

A venture- or PE-backed company papering board approvals between financings. A family-owned corporation preparing for a sale. A public company whose audit and compensation committees have to show their work. These boards are not judged on how nice their slides look — they are judged on whether the minute book holds together when someone with a reason to look reads it closely. Boardwise was built to produce that record as a byproduct of running good meetings, not as a separate compliance chore.

Three governance challenges corporations actually live with

The issues that surface in an M&A data room, a books-and-records demand, or a Caremark claim — not the issues that surface in a generic board-software pitch.

1. M&A and financing diligence reads your minute book first

In a sale, a financing round, or an audit, the other side's counsel asks for the same things: the charter and bylaws, board and committee minutes, and the written consents behind major actions. DGCL §141(f) lets the board act by unanimous written consent — and because the consent must be unanimous, a clean consent is strong evidence to a third party that the board genuinely supported the action.

A minute book with missing consents, unsigned resolutions, or "we'll paper that later" gaps is the thing that delays a closing, triggers a condition, or reprices the deal.

2. Delaware narrowed §220 — but only if you keep formal records

Delaware's 2025 amendments to DGCL §220 (Senate Bill 21) limited a stockholder's books-and-records demand to enumerated formal records — board and committee minutes, the materials provided to directors, stockholder consents, and D&O independence questionnaires — and pointedly left informal email off the list.

But the statute keeps an exception: if a corporation does not maintain those formal records, a court can order production of whatever else is necessary — including the email the amendment was meant to keep out. Keeping a clean formal record is now what keeps a demand inside the narrow, protective scope.

3. Caremark oversight liability turns on what the minutes show

Under Marchand v. Barnhill and the Caremark line of cases, directors can face personal liability when the board fails to oversee a mission-critical risk — and plaintiffs increasingly use §220 productions to find the gaps. In Marchand, it weighed heavily that the board minutes showed no regular discussion of the risk that ultimately harmed the company.

The defense is contemporaneous minutes showing the board actually received the information and discussed it. A reporting system the board cannot evidence is, for these purposes, a reporting system that was not there.

How Boardwise addresses each

Specific product behaviour, not abstract assurances.

A diligence-ready minute book

Every meeting moves through defined states — Draft, Announced, Published, Locked — so the packet directors saw is the packet on file. Minutes, agendas, board books, and consents live in one version-controlled place, each change timestamped and attributed.

When a data room, a lender, or an auditor asks for the board's record, the corporate secretary exports it in minutes — complete and dated — instead of reconstructing it from email and a shared drive the night before closing.

Passkey-verified written consents under §141(f)

Between-meeting actions are signed with passkey authentication (Face ID, Touch ID, or a hardware key) and produce a downloadable audit package with a SHA-256 integrity digest — showing each director's signature and the time it was applied.

That is the kind of clean, unanimous-consent record diligence counsel expects to see — without the scan-and-sign PDF or the reply-all thread that raises more questions than it answers.

Formal records that keep you inside §220's scope

Board and committee minutes, the materials directors received, stockholder consents, and D&O independence questionnaires are maintained as formal records, each with full audit logging of views, downloads, and edits. Retention rules expire material on a policy-driven schedule with an auditable deletion log.

The record you keep is the record the amended statute now protects — instead of the informal correspondence a court can reach when formal records are missing.

Minutes that show oversight actually happened

Structured agendas and minutes, action-item tracking, and committee structure make it straightforward to memorialize the board's review of mission-critical risks — where it counts under Caremark.

When the question is whether the board received the information and discussed it, the answer is in the contemporaneous record a §220 demand or a court would actually read.

What corporate boards specifically use Boardwise for

Workflows that come up in private- and public-company governance that generic board software does not anticipate.

Diligence & data-room export

Board and committee minutes, materials provided to directors, charters, and written consents — version-controlled and exportable the moment a buyer, lender, or auditor asks.

Written consents under DGCL §141(f)

Capture unanimous board and committee action between meetings as a passkey-signed electronic consent with a SHA-256 audit package — documented and delivered as §141(f) and §116 contemplate.

Annual COI & independence declarations

Send conflict-of-interest and director-independence declarations to every director in one action, with a real-time completion dashboard. The per-response record is the kind of formal evidence a §220 demand reaches for.

Audit, compensation & governance committees

Stand up each committee with its own membership, charter under version control, packets, and minutes — so committee work is documented where diligence and an auditor expect to find it.

Retention with auditable deletion

Set retention rules at the org, folder, document, or meeting level. Boardwise enforces them with visible warnings and a logged deletion record — policy-driven, not left to individual discretion.

One login across a portfolio of boards

Directors who serve on several portfolio companies or affiliated entities get a single passkey-secured account across every board — no second password, no second portal. When one board adopts Boardwise, directors carry it to the next.

Comparing board portals?

The two portals corporate boards most often evaluate alongside Boardwise.

Pricing

Flat $200 per month for your entire company. Unlimited directors, unlimited committees, unlimited observers, unlimited administrators. No per-seat fees. No setup fees. No annual contract. $2,400 per year, all-in — regardless of board or committee count.

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Also serving banks, credit unions & insurers, nonprofit and foundation boards, and mining and resource boards. See the full Boardwise overview.

Statutory references & further reading

Last reviewed June 2026. Statutory and case-law references are for general orientation and do not constitute legal advice; rely on your counsel for current applicability. Delaware law is cited as the most common jurisdiction of incorporation; other states' corporate statutes differ.

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