Corporate secretaries sit at the intersection of governance, legal compliance, and executive communication. You manage board dynamics, ensure statutory filings land on time, and keep every resolution airtight — all while juggling shareholder relations and a calendar full of conflicting priorities.
AI cannot replace your judgment, but it can eliminate the hours you spend staring at a blank document before drafting a notice, a set of minutes, or a compliance checklist. The 35 prompts below are built around the actual workflow of a practicing corporate secretary. Drop your details into the bracketed placeholders and get a polished first draft in seconds.
Section 1: Board Meeting Preparation
1. Draft a Board Meeting Notice
"Draft a formal notice of board meeting for [company name], a [jurisdiction]-incorporated [entity type]. The meeting will be held on [date] at [time] via [in-person/virtual/hybrid] at [location or platform]. Agenda items include: [list agenda items]. Include statutory notice period language required under [applicable law or company constitution], and provide a signature block for the Company Secretary."
This prompt produces a ready-to-issue notice that satisfies both constitutional and statutory requirements, saving you the risk of an improperly convened meeting.
2. Build a Comprehensive Board Pack Checklist
"Create a detailed board pack preparation checklist for [company name]'s [quarterly/annual/special] board meeting scheduled for [date]. The board has [board size] directors, including [number] independent non-executive directors. Include tasks for: collecting management reports, preparing financial summaries, circulating resolutions for pre-approval, obtaining conflict-of-interest declarations, and distributing materials within the required [X]-day notice period. Format as a numbered checklist with responsible parties and deadlines."
A structured checklist prevents the last-minute scramble that leads to incomplete packs and poorly prepared directors.
3. Prepare a Director Conflict-of-Interest Questionnaire
"Draft a conflict-of-interest declaration questionnaire for directors of [company name] ahead of the [meeting date] board meeting. The agenda includes decisions on [agenda topic 1], [agenda topic 2], and [agenda topic 3]. The questionnaire should ask directors to disclose any direct or indirect interests, related-party relationships, or competing roles relevant to each agenda item. Include a declaration statement and signature line compliant with [jurisdiction] company law."
Proactively surfacing conflicts before the meeting protects the board from challenge and keeps the minutes clean.
4. Generate an Agenda With Time Allocations
"Create a structured board meeting agenda for [company name] for a [duration]-hour meeting on [date]. Items to cover: [list all agenda items]. Assign realistic time allocations to each item based on typical board meeting pacing. Mark items as: For Decision, For Discussion, For Noting, or For Information. Include standing items such as conflicts of interest, matters arising from previous minutes, and any other business."
Time-blocked agendas keep boards focused and prevent important decisions from being rushed at the end of a running-over meeting.
5. Draft a Pre-Meeting Briefing Note for the Chair
"Write a confidential pre-meeting briefing note for the Chair of [company name] ahead of the board meeting on [date]. Summarize the key decisions required, flag any items likely to generate significant debate (particularly [sensitive agenda item]), note any director absences or quorum considerations, and suggest a suggested running order. Tone should be concise and advisory. Length: no more than one page."
A well-prepared Chair drives better governance outcomes; this briefing gives them the context they need without wading through the full board pack.
Section 2: Minutes and Resolutions
6. Draft Formal Board Minutes
"Draft formal board minutes for [company name] for the meeting held on [date] at [location]. Directors present: [list names and titles]. Directors absent: [list names]. In attendance: [list advisors or observers]. Business transacted: [provide bullet-point summary of discussions and decisions for each agenda item]. Minutes should be in past tense, third-person, action-oriented format, and comply with best-practice minute-taking standards under [jurisdiction] law. Include a resolution confirmation block and a signature line for the Chair."
Professionally drafted minutes provide an accurate legal record and reduce the risk of disputes about what was agreed.
7. Write a Written Resolution in Lieu of a Meeting
"Draft a written resolution of the [board of directors/shareholders] of company name to approve [resolution subject matter]. Include the full operative resolution wording, a recitals section explaining the background, a signature block for all [number] [directors/shareholders] required to sign, and a statement that the resolution is effective upon receipt of the last required signature. Ensure the format complies with [applicable legislation or constitution clause]."
Written resolutions are a time-efficient alternative to convening a full meeting; correct drafting ensures they are legally valid and auditable.
8. Draft a Special Resolution for a Constitutional Amendment
"Draft a special resolution for [company name] to amend [article/clause number] of its [articles of association/constitution/bylaws] to change [current provision] to [proposed new provision]. Include the full text of both the old and new provision, a brief explanatory note for members, and the required voting threshold language under [jurisdiction] law. The resolution will be put to a [general meeting/written resolution] on [date]."
Special resolutions require precise drafting; ambiguous wording can render an amendment ineffective or expose the company to legal challenge.
9. Produce an Action-Item Log from Meeting Notes
"Review the following rough meeting notes from [company name]'s board meeting on [date] and extract all action items. For each action, identify: the responsible person, the action required, and the deadline. Format as a table with columns: Action Item, Owner, Deadline, Status (default to Open). Notes: [paste raw meeting notes here]."
A clean action log distributed promptly after the meeting ensures accountability and feeds directly into the matters-arising section of the next set of minutes.
10. Draft a Resolution Approving Annual Financial Statements
"Draft a board resolution for [company name] approving the audited financial statements for the year ended [financial year end date]. The statements were prepared under [accounting standard, e.g., IFRS/GAAP] and audited by [auditor name]. Include recitals confirming the board has reviewed and is satisfied with the statements, and that the statements are recommended for presentation to the [annual general meeting/members]. Insert appropriate signature and dating blocks."
Financial statement approval is a statutory obligation in most jurisdictions; a properly framed resolution ensures directors have formally discharged this duty.
Section 3: Governance and Compliance
11. Build a Corporate Compliance Calendar
"Create a 12-month corporate compliance calendar for [company name], incorporated in [jurisdiction], for the period [start date] to [end date]. Include all statutory filing deadlines (annual returns, financial statements, tax registrations), required board and shareholder meetings, licence renewals, regulatory reporting obligations for [relevant regulators], and internal governance milestones such as board performance reviews and policy renewals. Format as a month-by-month table with columns: Deadline, Obligation, Responsible Party, Regulatory Body."
A centralised compliance calendar transforms reactive firefighting into proactive governance management.
12. Draft a Statutory Register Update Memo
"Draft an internal memo instructing the relevant team to update [company name]'s statutory registers following the changes below. Changes include: [list changes, e.g., new director appointment, share transfer, change of registered office]. For each change, specify: the register to be updated, the entries to be made, supporting documents required, and the statutory deadline for updating the register under [jurisdiction] law."
Accurate and timely statutory registers are a fundamental compliance requirement; a clear instruction memo prevents errors and omissions.
13. Prepare a Corporate Governance Gap Analysis
"Conduct a corporate governance gap analysis for [company name], a [listed/private/not-for-profit] [entity type] in [jurisdiction]. Benchmark current practices against [applicable code, e.g., UK Corporate Governance Code / ASX Corporate Governance Principles / King IV]. Assess the following areas: board composition and independence, board committee structure, director induction and training, risk oversight, remuneration governance, and stakeholder engagement. Present findings in a table with columns: Governance Area, Current Practice, Best-Practice Standard, Gap Identified, Recommended Action."
A structured gap analysis gives the board a clear roadmap for improving governance maturity and defending against regulatory scrutiny.
14. Draft a Board Diversity and Skills Matrix
"Create a board skills and diversity matrix for [company name]. The board currently consists of [board size] directors: [list each director's name, gender, tenure, and primary professional background]. The company operates in the [industry] sector in [jurisdiction/region]. Identify: current skills represented, skills gaps relative to the company's strategic priorities ([list 3-4 priorities]), diversity metrics (gender, tenure spread, independence), and recommended profile for the next director appointment. Present in a clear matrix and summary table."
A current skills matrix is essential for nomination committee work and demonstrates to stakeholders that board composition is strategically intentional.
15. Write a Policy Review Summary for the Board
"Write an executive summary for the [company name] board reviewing the [policy name] policy. The policy was last reviewed on [last review date] and has been updated to reflect: [list key changes]. Summarise: the purpose of the policy, the material changes made, why each change was necessary (regulatory, operational, or risk-driven), and the recommended board action (approve/note/refer to committee). Tone: concise and board-appropriate. Maximum length: half a page."
Clear policy review summaries enable directors to approve changes with confidence rather than simply rubber-stamping documents they have not properly read.
Section 4: Shareholder Communications
16. Draft a Notice of Annual General Meeting
"Draft a formal notice of Annual General Meeting for company name. The AGM will be held on [date] at [time] at [location/virtual platform]. Ordinary business includes: [list ordinary resolutions]. Special business includes: [list special resolutions]. Include proxy appointment instructions, eligibility to attend and vote, explanatory notes for each special resolution, and the required statutory notice period statement. Append a proxy form."
A properly drafted AGM notice ensures the meeting is validly convened and reduces the risk of shareholder challenges to resolutions passed.
17. Write an Explanatory Memorandum for a Shareholder Resolution
"Write an explanatory memorandum for shareholders of [company name] regarding the proposed resolution to [resolution description] at the [meeting type] on [date]. Explain: the background and rationale for the proposal, the key terms of the arrangement, the board's recommendation, any potential risks or dissenting views, and the effect of the resolution if passed. Use plain language accessible to retail shareholders. Length: [200-400] words."
An honest, well-written explanatory memorandum builds shareholder trust and reduces the volume of individual queries ahead of a contentious vote.
18. Draft a Shareholder Circular for a Major Transaction
"Draft a shareholder circular for [company name] in connection with the proposed [transaction type, e.g., merger, acquisition, rights issue, disposal] involving [counterparty or asset name]. The circular must include: an introduction from the Chair, a summary of the transaction, the financial terms and consideration, the rationale and strategic benefits, risk factors, details of any required shareholder approval, a recommendation from the [independent directors/board], and action required by shareholders. Jurisdiction: [jurisdiction]. Regulatory framework: [applicable listing rules or legislation]."
A comprehensive shareholder circular ensures shareholders have sufficient information to vote in an informed manner, which is both a legal requirement and a governance imperative.
19. Prepare a Proxy Voting Summary Report
"Prepare a proxy voting summary report for [company name]'s [AGM/EGM] held on [date]. Total shares in issue: [number]. Total proxies received: [number] representing [percentage]% of issued capital. For each resolution below, present a table showing: votes for, votes against, votes withheld/abstained, percentage for, percentage against, and result (passed/not passed). Resolutions: [list each resolution]. Include a brief narrative on any resolution receiving more than [10]% opposition and any actions the board intends to take in response."
A transparent proxy report demonstrates engagement with shareholder views and is increasingly expected by institutional investors and governance rating agencies.
20. Draft a Response Letter to a Shareholder Requisition
"Draft a formal response letter from [company name] to [shareholder name], in reply to their requisition dated [date] requesting [description of requisition, e.g., convening of a general meeting / inclusion of a resolution on the AGM agenda]. The response should: acknowledge receipt, confirm whether the requisition is valid under [applicable law or company constitution], state the company's position and next steps, and include any applicable conditions or timelines. Tone: formal, cooperative, and legally measured."
A prompt and well-framed response to a shareholder requisition demonstrates procedural competence and reduces the risk of escalation.
Section 5: Entity Management
21. Prepare a Group Structure Diagram Description
"Describe the corporate group structure of [parent company name] in a format suitable for converting into a visual org chart. The group consists of the following entities: [list each entity with its name, jurisdiction of incorporation, ownership percentage, and direct parent entity]. Identify the ultimate beneficial owner(s). Note any entities that are dormant, in liquidation, or subject to regulatory restrictions. Output as a hierarchical outline, with each entity indented under its direct parent."
A clear and current group structure description is the foundation of effective entity management and essential for consolidated reporting, due diligence, and regulatory submissions.
22. Draft a Registered Office Change Notification
"Draft all necessary notifications and resolutions for [company name] to change its registered office from [current address] to [new address], effective [effective date]. Include: a board resolution approving the change, the regulatory form or filing description required under [jurisdiction] law, a notification letter to [relevant authorities, e.g., companies registry, tax authority, banks, regulators], and an internal memo to update contracts, letterheads, and statutory registers. Provide a checklist of all steps required to complete the change."
Registered office changes trigger multiple obligations across different authorities; a coordinated checklist prevents any notification from being missed.
23. Prepare a Dormant Company Compliance Summary
"Prepare a compliance summary for [company name], a dormant subsidiary of [parent company name], incorporated in [jurisdiction]. The company has been dormant since [date]. Summarise: the ongoing statutory obligations that apply despite dormancy (annual filings, accounts, registered agent fees), any exemptions available under [jurisdiction] law, the cost-benefit of maintaining versus striking off the company, and the steps required to formally dissolve the company if recommended. Format as a briefing note for the Group Company Secretary."
Dormant entities are easily overlooked but remain subject to compliance obligations; this prompt helps identify and manage the liability they represent.
24. Draft a Share Transfer Instrument and Board Approval
"Draft a stock transfer form and accompanying board resolution for [company name] to record the transfer of [number] [class] shares from transferor name to [transferee name], at a consideration of [consideration amount or nil consideration]. Include: the transfer instrument in standard form, a board resolution approving registration of the transfer, a note on any pre-emption rights that must be waived or that have been complied with, and instructions for updating the register of members. Jurisdiction: [jurisdiction]."
Share transfers require both a valid instrument and a board decision to register the transfer; missing either step can result in an invalid transfer and disputed ownership.
25. Create a Director Appointment and Resignation Checklist
"Create a comprehensive checklist for processing the [appointment/resignation] of [director name] as a [executive/non-executive/independent] director of [company name], effective [effective date]. Include: board resolution required, statutory forms to be filed with [companies registry] and deadline, notifications to [stock exchange/regulator] if applicable, updates to statutory registers, update of signing authorities and bank mandates, notifications to insurers for D&O coverage, and internal communications required. Mark each item with the responsible party and deadline."
Director changes trigger a cascade of notifications and filings; a structured checklist ensures nothing falls through the cracks.
Section 6: Director Onboarding
26. Draft a Director Induction Programme Outline
"Design a director induction programme for [company name] for a newly appointed [executive/non-executive] director, [director name], joining on [start date]. The director has a background in [professional background] and is new to the [industry] sector. The induction should cover: the company's business model and strategy, governance framework and board committee structure, key risks and regulatory environment in [jurisdiction], financial overview and performance metrics, stakeholder landscape, and site visits or management meetings recommended. Structure as a 4-week schedule with sessions, attendees, and materials for each."
A structured induction accelerates a new director's effectiveness and demonstrates that the board takes its governance responsibilities seriously.
27. Prepare a Director Information Pack Introduction Letter
"Write a welcome letter from the Chair of [company name] to incoming director [director name], to accompany their director information pack. The letter should: welcome the director to the board, summarise the company's current strategic priorities, explain the board's operating rhythm (meeting schedule, committee assignments, key relationships), highlight the most important governance documents they should read first, and express the board's expectations regarding engagement and contribution. Tone: warm but professional. Length: one page."
A personalised welcome letter sets the right tone and signals that the board has a genuine culture of governance rather than a compliance-only mindset.
28. Draft a Fit and Proper Declaration for a New Director
"Draft a fit and proper declaration to be completed by incoming director [director name] of [company name] prior to their appointment. The declaration should cover: confirmation of identity and qualifications, disclosure of any prior disqualification, bankruptcy, criminal convictions, or regulatory sanctions, disclosure of current directorships and material interests, confirmation of availability to commit adequate time, and consent to background verification. The declaration must align with requirements under [jurisdiction] company law and [applicable regulatory framework, e.g., banking, insurance, listed entity rules]."
A thorough fit and proper declaration protects the company from reputational and regulatory risk arising from an unsuitable appointment.
29. Create a Board Committee Terms of Reference Template
"Draft terms of reference for the [Audit/Remuneration/Nomination/Risk] Committee of [company name]. Include: purpose and objectives, composition requirements (minimum members, independence requirements, Chair qualifications), quorum, frequency of meetings, delegated authorities, reporting obligations to the full board, access to management and external advisors, performance review obligations, and a review clause. Align with [applicable governance code] recommendations and [jurisdiction] law. Format as a formal governance document with clause numbers."
Well-drafted terms of reference define the boundaries of committee authority and prevent overlap, gaps, or overreach between committees.
30. Write a Director Duties Briefing Note
"Write a plain-language briefing note on the legal duties of directors of [company name] incorporated in [jurisdiction]. Cover: the duty to act within powers, duty to promote the success of the company, duty to exercise independent judgment, duty to avoid conflicts of interest, duty not to accept third-party benefits, duty to declare interests in transactions, and any additional duties arising from [listed company status / regulated industry / insolvency proximity]. Include practical examples relevant to [industry sector] and a section on personal liability exposure. Intended audience: incoming non-executive directors with no prior legal training."
Directors who understand their duties make better governance decisions; a clear, accessible briefing note is a core onboarding tool.
Section 7: Professional Development
31. Summarise Recent Corporate Governance Regulatory Changes
"Summarise the key corporate governance regulatory changes in [jurisdiction] over the past [12/24] months that are relevant to the role of a Corporate Secretary at a [listed/private/financial services] company. For each change, provide: the regulation or code updated, the effective date, the key requirement or change, the impact on board processes or documentation, and any recommended action for the company secretary. Format as a briefing table with a short executive summary at the top."
Staying current with regulatory change is a core professional obligation; a structured summary makes it easy to brief the board and update internal processes.
32. Prepare a CPD Plan for a Corporate Secretary
"Create a 12-month continuing professional development plan for a [junior/senior/chartered] corporate secretary working at a [listed/private equity-backed/not-for-profit] organisation in [jurisdiction]. Current competency gaps include: [list 2-3 areas, e.g., ESG governance, digital board portals, cross-border entity management]. Include: recommended courses or qualifications from [relevant professional body, e.g., ICSA/CGI, ACIS], conferences, self-study resources, peer networking activities, and on-the-job stretch assignments. Set quarterly CPD hours targets and a log format for recording activities."
A personal CPD plan signals professional commitment and ensures the corporate secretary's skills keep pace with the evolving governance landscape.
33. Draft a Post-Meeting Board Effectiveness Survey
"Design a short post-meeting board effectiveness survey for [company name] to be distributed to directors within [48 hours] of each board meeting. The survey should cover: quality and timeliness of board papers, adequacy of time allocated to each agenda item, quality of management presentations, whether sufficient time was available for strategic discussion versus operational matters, quality of debate and decision-making, and any suggested improvements. Use a [1-5 rating scale] plus open comment boxes. Maximum length: 10 questions. Keep responses anonymous."
Regular post-meeting feedback creates a feedback loop that allows the company secretary and Chair to continuously improve the quality of board meetings.
34. Write a Board Performance Review Framework
"Draft a framework for the annual board performance review of [company name]. Include: objectives of the review, review methodology options (internal self-assessment versus external facilitated review), key areas of assessment (board composition, dynamics, information flows, strategy oversight, risk oversight, committee effectiveness, Chair and individual director performance), process timeline, reporting requirements, and how outcomes should feed into succession planning and director development. Align with [applicable governance code] requirements and best practice for a [board size]-member board."
A rigorous board evaluation process is a hallmark of good governance and increasingly scrutinised by institutional investors and regulators.
35. Create a Corporate Secretary Annual Report to the Board
"Draft a template for the Corporate Secretary's annual report to the board of [company name] for the year ended [year end date]. Sections should include: a summary of governance activities completed during the year, statutory filings and compliance deadlines met (with any exceptions noted), board and committee meeting statistics (number of meetings, attendance rates, quorum compliance), changes to the statutory registers, policy and terms of reference updates, regulatory developments monitored, training and induction activities, and priorities for the coming year. Format as a formal board paper with an executive summary, main body, and appendices."
An annual report from the corporate secretary to the board provides an authoritative record of governance activity and positions the secretariat function as a strategic asset rather than an administrative one.
Get More From These Prompts
These 35 prompts cover the full breadth of the corporate secretary's role — from convening a validly constituted board meeting to managing the annual governance cycle and driving your own professional development. A few tips for getting the best results:
- Be specific with placeholders. The more precise your inputs (exact jurisdiction, entity type, director names), the more usable the output. Generic inputs produce generic output.
- Iterate on tone. If the first draft is too formal or not formal enough for your board culture, add a tone instruction: "Redraft the above in a more conversational tone suitable for a small private company board."
- Chain prompts. Use the agenda prompt (Prompt 4) first, then feed the resulting agenda into the minutes prompt (Prompt 6), then the action log prompt (Prompt 9). Each output feeds the next.
- Validate against your jurisdiction. AI-generated legal documents should always be reviewed against the specific legislative requirements of your jurisdiction before use. Use these drafts as starting points, not final documents.
- Save your best versions. When a prompt produces an output that perfectly matches your house style, save it as a template in your document management system for next time.
The corporate secretary role demands precision under pressure. These prompts will not replace your professional judgment — but they will give you a well-structured first draft to work from, every time.
Want all 35 prompts in a convenient, copy-paste format? Get the complete AI Prompt Toolkit for this profession →
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