# Approve a corporate action

Source: https://docs.settlemint.com/docs/console/asset-management/manage/corporate-action-approval
Send a corporate action for a second person's approval, decide it within the approval window, and run it once it is approved.

Once the organisation turns on approval for **Corporate actions**, a corporate action waits for a second person before it runs. The operator sends the plan, an organisation owner or platform administrator approves or rejects it within the approval window, and the operator runs it. The approval covers a stock split in either direction, a bonus issue, a rights issue, a spin-off, a decrease of capital, a partial redemption, a buyback, a payment in tokens, a cash dividend, a distribution paid in cash and a coordinated distribution. [Corporate actions](https://docs.settlemint.com/docs/console/asset-management/manage/corporate-actions) covers entering the terms and reading Review before you send the plan. [Cash dividend and distribution](https://docs.settlemint.com/docs/console/asset-management/manage/cash-dividend) and [Coordinated distribution](https://docs.settlemint.com/docs/console/asset-management/manage/coordinated-distribution) cover the steps before and after the approval of a declaration.

When holders applied for excess shares in a rights issue, the approver of its close sees the same **Excess applications** table the operator reviewed: each applicant's shares applied for and allotted, what they paid and their refund. Approving the close approves that allotment, so issuing the excess shares goes through the same approval as the rest of the close.

## Before you start [#before-you-start]

- **The role that covers the action, for the operator.** The operator who records the action needs supply management on the asset for an action that mints or burns, and governance for a cash dividend, a distribution or a coordinated distribution.
- **A second person.** The second person is an organisation owner or a platform administrator. The platform refuses a decision from the person who recorded the action or ran its last preview.
- **Approval turned on.** The second signature applies only when the organisation has turned on approval for "Corporate actions" in [General](https://docs.settlemint.com/docs/console/organisation-settings/general#approvals), and the "Corporate actions" approval starts off. [When approval is skipped](#when-approval-is-skipped) covers an action that runs without one.

## Steps [#steps]

### Send the plan for approval [#send-the-plan-for-approval]

On Review, the main button of a supply change that needs approval reads **Send for approval**. A cash dividend, a distribution paid in cash and a coordinated distribution go to a second person when you select "Preview allocations" and enter your PIN, which you can do once the record date has passed on chain. For a supply change, the record then reads "Waiting for approval" and "Needs 1 approval", with the date you sent it and the date the approval closes. When the "Corporate actions" approval needs more approvers, it reads "Needs 2 approvals" and so on, and an approver who has decided reads "You approved this. Waiting for other approvers." For a declaration, it reads "Waiting for a second person". A supply change also holds the asset's in-flight slot, so no other supply change can start on the asset until this one finishes or is cancelled.

### Decide the plan [#decide-the-plan]

The second person opens the record from the **In flight** card on the "Corporate actions" tab, or with "Review" on the approval request on [Actions](https://docs.settlemint.com/docs/console/essentials/actions). Every record has its own page in the Console, `/token/<class>/<template>/<address>/corporate-actions/<id>`, with the sidebar in place and a breadcrumb back to the "Corporate actions" tab. "Close" in its footer returns there. The page is titled "Approve the" and then the terms. A line names who proposed the action, when, and the date the decision closes. Read the plan before you decide. For a redemption that pays cash, the "Cash payment" card shows the price per token, the total paid out, and the wallet it is paid from. "Treasury balance" and "Short by" show only when the treasury is short.

The second person then selects **Approve** or "Reject" in the footer and enters their own PIN. Closing the PIN dialog sends no decision. The "Reason" field appears after they select "Reject". A rejection needs a reason, ends the action, and keeps the reason on the record, and the person who proposed the action reads it. An action that froze custodial contracts, such as a stock split or bonus issue, is the exception: it reads "Releasing custody" until every freeze has lifted, which takes someone with the token's supply management role selecting "Release frozen custody" and the release landing on chain. [Release frozen custody](https://docs.settlemint.com/docs/console/asset-management/manage/corporate-actions#release-frozen-custody) covers the step. A lapsed approval does the same, and so does an action its proposer cancels while it waits for approval.

If the plan shows a funding shortfall, **Approve** cannot be selected and a line beside it names the amount needed and the amount available. Ask the operator to fund the treasury and preview again.

When the assistant is on for your organisation, the record page where the second person decides opens with an **Assistant brief**. It states in one sentence what the stored plan does, then marks each check "Matches", "Differs", "Unsure" or "Not stated". The checks cover whether the plan's total follows from the terms, whether the register moved since the preview, and, for a cash payment, whether the treasury covers the total. The brief reads the stored plan, so it never resets the approval. The assistant writes it and can be wrong, so check the plan itself. The brief refuses nothing: "Approve" and "Reject" stay available whatever the brief says, and the page is complete without it. See [What the assistant sends](https://docs.settlemint.com/docs/concepts/operating/assistant-data#the-approval-brief) for what leaves DALP.

## Refresh or reopen the approval window [#refresh-or-reopen-the-approval-window]

While the record waits, the operator who recorded it can select **Preview again**, for example after funding the treasury, to refresh the plan without recording a new action. The new preview replaces the plan, clears any earlier decision, and restarts the decision window: 72 hours from that preview, or until the election deadline when that is later. The record page's "Decide by" line shows when the window closes and moves forward with each preview.

Other operators do not see **Preview again**, because whoever ran the last preview cannot then decide the record. That operator and the one who recorded it see no "Approve" or "Reject" either. Their page says who can reopen approval: the one who recorded it previews again, or an account with the role that covers the action cancels it.

When nobody decides inside the window, the record reads **Approval expired** and names the deadline. The one who recorded it selects "Preview again" to reopen approval, or selects "Send for approval" again from Review, or an account with the role cancels the action. On a cash dividend or distribution, that cancel also cancels the declared dividend and asks for your wallet authorisation. Starting a coordinated distribution on the same token cancels a blocking cash dividend or distribution action in the same way. The record keeps reading "Approval expired" and the dividend stays declared until someone acts.

The person who recorded the action and the person who last previewed it get an email when it is approved, rejected or its approval lapses. Holders get an email and a notification once it is approved.

## Run the approved action [#run-the-approved-action]

After the approval, you reopen the run from the **In flight** card. Review opens with "Approved by" and the approver's name, and the main button reads the action's verb, such as "Burn shares". Enter the PIN again to run it. If you cannot run the action, one alert names the approver and the role you need, with a link to see who holds it on the asset's Permissions tab.

Review asks you again for each acknowledgement the plan needs, such as an underfunded treasury. The second person's approval does not count as yours, because you are the one who sends the plan to holders. The main button stays disabled until you tick each one. For an action that pays cash, the button also stays disabled while Review cannot read the denomination asset, and a line beside the button says what Review waits for. If the operator previews again before the run, the platform clears the approval, so ask for a new one.

An approved action that carries a holder election waits on Review until holders have chosen and the final allocation is read. [Corporate actions](https://docs.settlemint.com/docs/console/asset-management/manage/corporate-actions) describes that wait and the progress the record page shows once the run starts.

## When approval is skipped [#when-approval-is-skipped]

While the "Corporate actions" approval is off, or when the organisation has no other owner who could approve, the sheet reads "This action runs without a second signature", the run has no **Waiting for approval** step, and the action runs on the signature of whoever confirms it.

- **Approval off.** The warning reads "Your organisation has turned off the second signature for corporate actions, so this one executes on the signature of whoever confirms it." An organisation owner or a platform administrator can turn the approval off with their own wallet verification. That change waits for a second person only while an Administration protection group is protected.
- **No other owner.** The warning reads "This organisation has nobody who could give the second signature, so this action executes on the signature of whoever confirms it. Adding a second owner turns the approval gate back on, and this action then needs a second signature before it runs." Only other owners count here, so an organisation whose only owner recorded the action runs it without a second signature, even when a platform administrator exists.
- **A second owner joins, or approval is turned on, before a waived action is confirmed.** Confirming it is refused until a second person approves.
- **A cash declaration recorded without a second signature.** A dividend or distribution paid in cash that was recorded without one still runs without one, whichever reason waived it, even after the approval is turned back on.

The **Approval** column of the "Start a corporate action" card reads "Needs approval" or "Not needed" for each action. A bond coupon paid in cash, a maturity redemption and a conversion never need a second signature.

## You should see [#you-should-see]

- On Review, an approved plan reads **Approved by** with the approver's name, and a rejected one ends the action with the reason kept on the record.
- A plan nobody decided inside the window reads "Approval expired".
- Once you run an approved action, its progress shows on the record page, as [Corporate actions](https://docs.settlemint.com/docs/console/asset-management/manage/corporate-actions) describes.

## Troubleshooting [#troubleshooting]

**Decision not sent**

When the platform refuses a decision, the PIN dialog closes and a **Decision not sent** alert says which rule refused
it. The platform refuses an approval while the plan shows a funding shortfall. It also refuses a decision made after
the approval window closes. That late attempt expires the record and, on a cash dividend or distribution, cancels its
declared dividend.

**Approval expired**

Nobody decided inside the window. The one who recorded the action selects **Preview again** to reopen approval, or an
account with the role that covers the action cancels it.