Action by Written Consent of Shareholders Template

In plain language: States the full legal name of the corporation, its state or province of incorporation, and the title of the document — establishing the legal context for everything that follows.

Common mistake: Using a trade name or DBA instead of the registered legal entity name. If the entity name doesn't match the certificate of incorporation, the consent can be challenged as identifying the wrong legal person.

In plain language: Identifies the statutory or bylaw authority permitting written consent in lieu of a meeting, and sets out the background facts explaining why the action is needed.

Common mistake: Omitting the specific statutory citation. Without it, a court or auditor cannot verify that the written-consent procedure was legally authorized, which can cloud the validity of the action.

In plain language: Identifies the record date, the total number of outstanding shares entitled to vote, and the breakdown by class — confirming the consent threshold calculation is correct.

Common mistake: Failing to identify each class of voting shares separately. If preferred shareholders have separate class-voting rights on the resolution, omitting the class breakdown can void the consent even if the overall majority threshold is met.

In plain language: The operative heart of the document — one numbered RESOLVED clause for each specific action approved, drafted in precise, self-contained language.

Common mistake: Combining multiple unrelated actions into a single RESOLVED clause. If any part of an omnibus resolution is challenged, the entire clause may be voided rather than just the contested portion.

In plain language: A catch-all resolution that retroactively confirms and approves any related actions already taken by officers or directors before the consent was executed.

Common mistake: Using blanket ratification language without identifying the specific prior actions being ratified. Overly broad ratification clauses can inadvertently shield unauthorized acts from scrutiny.

In plain language: States the number and percentage of shares represented by the signing shareholders, confirms the required threshold is met, and declares the consent effective as of a specific date.

Common mistake: Setting the effective date before the last signature date. If any shareholder signs after the stated effective date, the consent may be legally ineffective for the period between the stated date and the final signature.

In plain language: Addresses the corporation's obligation to notify non-consenting shareholders of the action taken, as required by many corporation statutes after a majority — but not unanimous — written consent.

Common mistake: Skipping the notice obligation when consent is less than unanimous. Delaware, California, and most other states require post-action notice to non-consenting shareholders — failure to provide it can expose the corporation to claims that the action was procedurally defective.

In plain language: Confirms that the consent may be signed in counterparts (including electronic signatures) and that all signed copies together constitute one binding document.

Common mistake: Omitting electronic signature authorization in the counterparts clause. Without it, some jurisdictions may require wet-ink originals, creating logistical delays when shareholders are geographically dispersed.

In plain language: Individual signature blocks for each consenting shareholder that include their name, the number of shares they hold, the class of shares, and the date of signature.

Common mistake: Using a single signature page without capturing each shareholder's share count and class. Without this information, it is impossible to verify after the fact that the required consent threshold was actually met.

An action by written consent of shareholders is a signed corporate document that authorizes a resolution without holding a formal shareholder meeting. Instead of gathering shareholders in person or by video, the corporation circulates a written resolution, collects signatures from the required percentage of shareholders, and the action becomes effective once the threshold is met. It is functionally equivalent to a vote taken at a duly noticed meeting when executed correctly.

Yes, a written consent of shareholders is generally enforceable and binding when it complies with the applicable corporation statute and the company's bylaws. Most state corporation laws — including Delaware GCL §228 — expressly authorize majority written consent unless the certificate of incorporation requires otherwise. The consent must meet the required threshold, be signed by the correct parties, and in most cases trigger prompt notice to non-consenting shareholders.

Not in most US states. Delaware and the majority of states permit written consent signed by the holders of the minimum percentage required to approve the action at a meeting — typically a simple majority or, for certain actions, a supermajority. California requires unanimous written consent unless the articles of incorporation expressly authorize less. Always confirm the rule in your specific jurisdiction and review your company's bylaws, which may impose stricter requirements than the statute.

Most standard shareholder actions can be taken by written consent, including electing or removing directors, approving equity issuances, authorizing mergers or asset sales, amending the certificate of incorporation or bylaws, approving financing arrangements, and ratifying prior officer or director actions. Certain jurisdictions restrict written consent for specific actions — for example, some states require a formal meeting for contested director elections. Review the applicable statute and your bylaws before relying on written consent for a major transaction.

A unanimous written consent requires every shareholder of record to sign, leaving no non-consenting shareholders who must receive post-action notice. A majority written consent requires only the percentage of shares necessary to approve the action — often a simple majority — and the corporation must typically notify any shareholders who did not sign within a statutory deadline. Unanimity eliminates procedural risk; majority consent is faster when some shareholders are unavailable.

In most US states, yes. Delaware GCL §228(e) requires prompt notice — within 10 days of the effective date — to any shareholders who did not sign a majority written consent. Notice must describe the action taken. Failure to provide timely notice is a procedural defect that can be raised by non-consenting shareholders in litigation. If the consent is unanimous, no notice obligation arises because there are no non-consenting shareholders.

In most jurisdictions, yes. The federal E-SIGN Act and state equivalents (including UETA) generally recognize electronic signatures as legally valid for corporate governance documents. Most modern corporation statutes and updated corporate bylaws expressly authorize electronic execution of written consents. Include a counterparts-and-electronic-signatures clause in your template and confirm your bylaws do not restrict e-signatures before relying on them for a major transaction.

A defectively executed written consent — wrong threshold, missing class approval, backdated effective date, or absent notice to non-consenting shareholders — can be challenged and potentially voided. In the context of a financing round or acquisition, this creates a gap in the corporate authorization chain that delays closing and may require shareholder ratification. Courts and acquirers look closely at written consents during due diligence; procedural defects discovered post-closing can generate indemnification claims.

Notarization is generally not required for a written consent of shareholders to be valid under US, Canadian, UK, or EU corporate law. The document derives its validity from the signatures of the required shareholders and compliance with the applicable statute, not from notarization. Some secured lenders or government filings may request notarized copies in specific circumstances; in those cases, the corporate secretary should retain notarized originals alongside the standard executed copies in the minute book.