[{"data":1,"prerenderedAt":526},["ShallowReactive",2],{"document-action-by-written-consent-of-shareholders-D22":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":41,"customDescModule":188,"customdescription":6,"mdFm":189,"mdProseHtml":525},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"ACTION BY WRITTEN CONSENT OF STOCKHOLDERS [YOUR COMPANY NAME] WHEREAS, pursuant to [STATE/COUNTRY] Corporation Laws and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the stockholders of this corporation pursuant to this Written Consent. NOW, THEREFORE, BE IT RESOLVED that the undersigned stockholders of this corporation hereby consent to approve and adopt the following: RESOLVED, that the Bylaws, which were adopted and approved by the incorporator of this corporation and attached as an Exhibit to the Action of Incorporation are hereby ratified, approved and adopted as the Bylaws of this corporation.",null,"Action by Written Consent of Shareholders","1",36,"doc","https://templates.business-in-a-box.com/imgs/1000px/action-by-written-consent-of-shareholders-D22.png","https://templates.business-in-a-box.com/imgs/250px/22.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#22.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","action by written consent shareholders","Action by Written Consent of Shareholders Template","https://templates.business-in-a-box.com/imgs/400px/22.png","https://templates.business-in-a-box.com/imgs/600px/22.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Legal Agreements","/templates/business-legal-agreements/",{"label":39,"url":40},"Equity & Mergers","/templates/equity-and-mergers/",[42,46,50,54,58,62,66,70,74,78,82,86,90,108,121,139,157,172],{"label":43,"url":44,"thumb":45,"extension":10},"Shareholders Resolution","/template/shareholders-resolution-D88","https://templates.business-in-a-box.com/imgs/250px/88.png",{"label":47,"url":48,"thumb":49,"extension":10},"Disciplinary Action Policy","/template/disciplinary-action-policy-D13486","https://templates.business-in-a-box.com/imgs/250px/13486.png",{"label":51,"url":52,"thumb":53,"extension":10},"Checklist Dealing with Shareholders and Investors","/template/checklist-dealing-with-shareholders-and-investors-D375","https://templates.business-in-a-box.com/imgs/250px/375.png",{"label":55,"url":56,"thumb":57,"extension":10},"Employee Disciplinary Action Policy","/template/employee-disciplinary-action-policy-D13487","https://templates.business-in-a-box.com/imgs/250px/13487.png",{"label":59,"url":60,"thumb":61,"extension":10},"Shareholders Agreement","/template/shareholders-agreement-D1016","https://templates.business-in-a-box.com/imgs/250px/1016.png",{"label":63,"url":64,"thumb":65,"extension":10},"Consent Letter","/template/consent-letter-D13633","https://templates.business-in-a-box.com/imgs/250px/13633.png",{"label":67,"url":68,"thumb":69,"extension":10},"Polygraph Consent","/template/polygraph-consent-D725","https://templates.business-in-a-box.com/imgs/250px/725.png",{"label":71,"url":72,"thumb":73,"extension":10},"Waiver and Consent","/template/waiver-and-consent-D927","https://templates.business-in-a-box.com/imgs/250px/927.png",{"label":75,"url":76,"thumb":77,"extension":10},"Consent to Sub-License","/template/consent-to-sub-license-D866","https://templates.business-in-a-box.com/imgs/250px/866.png",{"label":79,"url":80,"thumb":81,"extension":10},"Media Consent Form","/template/media-consent-form-D12885","https://templates.business-in-a-box.com/imgs/250px/12885.png",{"label":83,"url":84,"thumb":85,"extension":10},"Physical Exam Consent","/template/physical-exam-consent-D553","https://templates.business-in-a-box.com/imgs/250px/553.png",{"label":87,"url":88,"thumb":89,"extension":10},"Board Resolution Approving Unanimous Shareholders Agreement","/template/board-resolution-approving-unanimous-shareholders-agreement-D5153","https://templates.business-in-a-box.com/imgs/250px/5153.png",{"description":91,"descriptionCustom":6,"label":92,"pages":8,"size":93,"extension":10,"preview":94,"thumb":95,"svgFrame":96,"seoMetadata":97,"parents":98,"keywords":106,"url":107},"MEETING MINUTES [YOUR COMPANY NAME] Opening: The regular meeting of [YOUR COMPANY Name] duly called and held on [Date] at [Address], commencing at [Time]. Present were: [List of attendeeS] With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and [Secretary name] recorded the minutes. Approval of Agenda The agenda was unanimously approved as distributed. Approval of Minutes The minutes of the previous meeting were unanimously approved as distributed. Announcements","Minutes for a Formal Meeting",30,"https://templates.business-in-a-box.com/imgs/1000px/minutes-for-a-formal-meeting-D13.png","https://templates.business-in-a-box.com/imgs/250px/13.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13.xml",{"title":6,"description":6},[99,101,103],{"label":17,"url":100},"business-plan-kit",{"label":20,"url":102},"board-of-directors",{"label":104,"url":105},"Meeting Minutes","meeting-minutes","minutes for a formal meeting","/template/minutes-for-a-formal-meeting-D13",{"description":109,"descriptionCustom":6,"label":110,"pages":8,"size":93,"extension":10,"preview":111,"thumb":112,"svgFrame":113,"seoMetadata":114,"parents":115,"keywords":119,"url":120},"MINUTES OF SPECIAL MEETING OF DIRECTORS [YOUR COMPANY NAME] A special meeting of the board of directors of [YOUR Company NAME] was held at [Place] on [Date], at [Time] in accordance with the bylaws [or pursuant to call by the president or pursuant to written waiver of notice signed by all of the directors, or the like]. The following directors were present: [List of names] The meeting was presided over by [Chairman name] and the Secretary, [Secretary name], was present and kept the minutes. An agreement and written waiver of notice signed by all of the directors was read, the original copy of which is inserted and reads as follows:","Minutes of Meeting of Directors Special","https://templates.business-in-a-box.com/imgs/1000px/minutes-of-meeting-of-directors_special-D16.png","https://templates.business-in-a-box.com/imgs/250px/16.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#16.xml",{"title":6,"description":6},[116,117,118],{"label":17,"url":100},{"label":20,"url":102},{"label":104,"url":105},"minutes meeting directors special","/template/minutes-of-meeting-of-directors-special-D16",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":131,"keywords":130,"url":138},"CORPORATE GOVERNANCE POLICY PURPOSE The purpose of this Corporate Governance Policy at [YOUR COMPANY NAME] is to establish a comprehensive framework for the governance of the organization. This policy ensures that the company is managed in an ethical, transparent, and accountable manner, aligning with regulatory requirements and best practices in corporate governance. It aims to promote the long-term interests of shareholders, while taking into account the interests of other stakeholders, including employees, customers, suppliers, and the community. CORPORATE GOVERNANCE PRINCIPLES Accountability: Ensure the company is accountable to its shareholders and stakeholders. This includes regular reporting, transparent decision-making processes, and a robust system of checks and balances. Transparency: Provide clear and timely information about the company's activities, performance, and governance. This involves regular disclosures, financial reporting, and open communication channels. Integrity: Conduct business with honesty and integrity, adhering to ethical standards. This includes fostering a culture of ethical behavior and ensuring that all employees understand and follow the company's code of conduct. Fairness: Treat all stakeholders fairly and equitably. This means providing equal opportunities, preventing conflicts of interest, and ensuring that decisions are made impartially. Responsibility: Ensure the company meets its legal and regulatory obligations and operates sustainably. This involves maintaining compliance with all applicable laws and regulations and implementing policies that promote social and environmental responsibility. BOARD OF DIRECTORS Composition: The Board shall consist of [NUMBER] members, including a mix of executive and non-executive directors. A majority of the Board members shall be independent directors to ensure objectivity and prevent conflicts of interest. The Board shall include a diverse mix of skills, experience, and backgrounds to provide comprehensive oversight and strategic direction. Roles and Responsibilities: Strategic Guidance: Provide strategic guidance and oversight of the company's management. This includes setting the company's strategic goals and monitoring their implementation. Policy Approval: Approve major corporate plans, budgets, and policies. This ensures that all significant decisions are aligned with the company's strategic direction. Performance Monitoring: Monitor the performance of the CEO and senior management. This involves regular evaluations and feedback to ensure effective leadership. Compliance Oversight: Ensure the company's compliance with legal and regulatory requirements. This includes establishing internal controls and monitoring their effectiveness. Committees: Audit Committee: Responsible for overseeing the financial reporting process, internal controls, and the audit process. Compensation Committee: Determines executive compensation and ensures it aligns with the company's performance and strategic goals. Nomination and Governance Committee: Oversees Board composition, development, and governance practices. Establish additional committees as necessary to address specific issues or areas of concern. EXECUTIVE MANAGEMENT CEO and Senior Management: The CEO is responsible for the overall management of the company, implementing the Board's policies and strategies, and ensuring operational efficiency. Senior management supports the CEO in implementing the company's strategic and operational plans, managing day-to-day operations, and ensuring that all activities comply with internal policies and external regulations. Ensure effective communication between the Board and executive management to facilitate informed decision-making and alignment of goals. SHAREHOLDER RIGHTS Protect the rights of shareholders and ensure equitable treatment. This includes facilitating the effective exercise of voting rights and providing mechanisms for shareholders to express their views and concerns.","Corporate Governance Policy","5",513,"https://templates.business-in-a-box.com/imgs/1000px/corporate-governance-policy-D13943.png","https://templates.business-in-a-box.com/imgs/250px/13943.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13943.xml",{"title":130,"description":6},"corporate governance policy",[132,135],{"label":133,"url":134},"Human Resources","human-resources",{"label":136,"url":137},"Company Policies","company-policies","/template/corporate-governance-policy-D13943",{"description":140,"descriptionCustom":6,"label":141,"pages":142,"size":143,"extension":10,"preview":144,"thumb":145,"svgFrame":146,"seoMetadata":147,"parents":148,"keywords":155,"url":156},"STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASER NAME] (the \"Purchaser\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of the Company, a [STATE/PROVINCE] company, which Company has issued capital stock of [NUMBER] shares of [AMOUNT] par value common stock; and WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Company's Stock aforementioned, it is hereby agreed as follows: PURCHASE AND SALE Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Company's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Company's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (\"Closing\"), shall be held at [ADDRESS], on [DATE], at [TIME], or such other place, date and time as the parties hereto may otherwise agree. AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit \"A\" attached hereto and made a part hereof. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby warrants and represents: Organization and Standing. Company is a company duly organized, validly existing and in good standing under the laws of the [State/Province] of [STATE/PROVINCE] and has the corporate power and authority to carry on its business as it is now being conducted. Restrictions on Stock:","Stock Purchase Agreement","4",42,"https://templates.business-in-a-box.com/imgs/1000px/stock-purchase-agreement-D349.png","https://templates.business-in-a-box.com/imgs/250px/349.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#349.xml",{"title":6,"description":6},[149,152],{"label":150,"url":151},"Finance & Accounting","finance-accounting",{"label":153,"url":154},"Buy & Sell Shares","buy-sell-shares","stock purchase agreement","/template/stock-purchase-agreement-D349",{"description":158,"descriptionCustom":6,"label":159,"pages":8,"size":160,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":165,"keywords":170,"url":171},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE] The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT: The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountant's name], Chartered Accountants, under their comments dated [Date], are approved which approval shall be evidenced by signature of the balance sheet. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved, which approval shall be evidenced by signature of the balance sheet. The approved financial statements be placed before the annual meeting of shareholders of the company. [Accountants] are appointed the accountants of the company for the current fiscal year. By-Law No. [Number] is passed as a by-law of the company to be placed before a meeting of shareholders of the company for confirmation. ","Board Resolution",34,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-D78.png","https://templates.business-in-a-box.com/imgs/250px/78.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#78.xml",{"title":6,"description":6},[166,167,168],{"label":17,"url":100},{"label":20,"url":102},{"label":23,"url":169},"business-resolutions","board resolution","/template/board-resolution-D78",{"description":173,"descriptionCustom":6,"label":174,"pages":175,"size":125,"extension":10,"preview":176,"thumb":177,"svgFrame":178,"seoMetadata":179,"parents":181,"keywords":180,"url":187},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":180,"description":6},"non disclosure agreement nda",[182,184],{"label":36,"url":183},"business-legal-agreements",{"label":185,"url":186},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":190,"reviewer":203,"legal_disclaimer":207,"quick_facts":208,"at_a_glance":210,"personas":214,"variants":239,"glossary":266,"clauses":300,"how_to_fill":346,"common_mistakes":387,"faqs":412,"industries":440,"comparisons":457,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":514,"classification":515},{"meta_title":191,"meta_description":192,"primary_keyword":193,"secondary_keywords":194},"Action By Written Consent Of Shareholders Template (Free Word)","Free shareholder written consent template to approve corporate actions without a meeting. Covers resolutions, ratifications, and binding approvals. Free Word and PDF download.","action by written consent of shareholders template",[195,196,197,198,199,200,201,202],"shareholder written consent template","written consent in lieu of meeting shareholders","corporate written consent template","shareholder resolution template","written consent of shareholders word","unanimous written consent shareholders","shareholder action without meeting template","written consent form shareholders free",{"name":204,"credential":205,"reviewed_date":206},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":209,"legal_review_recommended":207,"signature_required":207,"notarization_required":188},"medium",{"what_it_is":211,"when_you_need_it":212,"whats_inside":213},"An Action by Written Consent of Shareholders is a legally binding corporate document that allows shareholders to approve resolutions without holding a formal meeting. This free Word download gives you a structured, ready-to-sign template covering the recitals, resolution language, and signature blocks required for the consent to be effective under most state and provincial corporation statutes.\n","Use it whenever shareholders need to approve a corporate action — such as electing directors, authorizing a financing round, approving a merger, or ratifying prior board actions — and scheduling a formal meeting is impractical or unnecessary. It is especially common in closely held corporations and startups where all shareholders can sign quickly.\n","Corporate recitals identifying the company and action being approved, numbered resolution clauses stating exactly what is authorized, a statement of the percentage of shares voting in favor, an effective date, and signature blocks with share-count certifications for each signing shareholder.\n",[215,219,223,227,231,235],{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Approving a seed round, SAFEs, or equity issuance without convening a shareholder meeting","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate attorneys","Documenting shareholder approval of mergers, acquisitions, or charter amendments on a tight timeline","persona-corporate-attorney",{"title":224,"use_case":225,"icon_asset_id":226},"Small business owners","Ratifying board decisions or electing new directors in a closely held corporation","persona-small-business-owner",{"title":228,"use_case":229,"icon_asset_id":230},"CFOs and finance teams","Obtaining required shareholder sign-off before closing a debt facility or major transaction","persona-cfo",{"title":232,"use_case":233,"icon_asset_id":234},"Corporate secretaries","Maintaining a clean minute book with executed consents in place of missing meeting minutes","persona-corporate-secretary",{"title":236,"use_case":237,"icon_asset_id":238},"Private equity and venture-backed companies","Securing multi-class shareholder approval for preferred stock issuances and protective provisions","persona-investor",[240,244,247,251,255,259,262],{"situation":241,"recommended_template":242,"slug":243},"All shareholders are signing and you need unanimous consent","Unanimous Written Consent of Shareholders","action-by-written-consent-of-shareholders-D22",{"situation":245,"recommended_template":246,"slug":243},"Board of directors needs to approve actions without a meeting","Action by Written Consent of Directors",{"situation":248,"recommended_template":249,"slug":250},"Approving a specific amendment to the corporate charter or articles","Certificate of Amendment","certificate-of-amendment-D5147",{"situation":252,"recommended_template":253,"slug":254},"Electing or removing directors by shareholder vote at a scheduled meeting","Annual Shareholders Meeting Minutes","minutes-for-a-formal-meeting-D13",{"situation":256,"recommended_template":257,"slug":258},"A special meeting is required for a major transaction and written consent is not permitted","Special Shareholders Meeting Minutes","minutes-of-meeting-of-directors-special-D16",{"situation":260,"recommended_template":261,"slug":243},"LLC members need to approve actions in writing instead of at a meeting","Action by Written Consent of LLC Members",{"situation":263,"recommended_template":264,"slug":265},"Single-member corporation needs to document sole shareholder approval","Sole Shareholder Written Consent","declaration-of-the-sole-shareholder-D92",[267,270,273,276,279,282,285,288,291,294,297],{"term":268,"definition":269},"Written Consent","A signed document through which shareholders approve a corporate resolution without attending a formal meeting, as permitted by most corporation statutes.",{"term":271,"definition":272},"Unanimous Written Consent","A written consent signed by every shareholder of record, typically required in jurisdictions or bylaws that do not permit consent by less than all shareholders.",{"term":274,"definition":275},"Quorum","The minimum percentage of voting shares that must be present or represented at a meeting for business to be transacted — replaced by the required consent threshold in written-consent procedures.",{"term":277,"definition":278},"Record Date","The date used to determine which shareholders are entitled to vote or sign a consent, based on who holds shares on that specific calendar date.",{"term":280,"definition":281},"Majority Consent Threshold","The percentage of outstanding shares — typically a simple majority or supermajority — required to make a written consent effective without a meeting.",{"term":283,"definition":284},"Recitals","Introductory clauses in a corporate document that identify the company, set out the background facts, and explain why the action is being taken.",{"term":286,"definition":287},"Resolution","A formally worded clause within a consent or minutes document that states exactly what action is approved, authorized, or ratified.",{"term":289,"definition":290},"Ratification","A resolution that retroactively approves an action already taken, making it as valid as if it had been authorized in advance.",{"term":292,"definition":293},"Share Capital","The total number and classes of shares a corporation is authorized to issue, as set out in its articles or certificate of incorporation.",{"term":295,"definition":296},"Protective Provisions","Rights held by a class of preferred shareholders — typically investors — that require their separate consent before the company can take specified major actions.",{"term":298,"definition":299},"Minute Book","The official corporate record file containing articles of incorporation, bylaws, share register, board and shareholder resolutions, and related governance documents.",[301,306,311,316,321,326,331,336,341],{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Caption and corporate identification","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.","ACTION BY WRITTEN CONSENT OF THE SHAREHOLDERS OF [CORPORATION LEGAL NAME], a [STATE] corporation, in lieu of a special meeting of the shareholders.","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.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Recitals and authority","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.","WHEREAS, pursuant to Section [X] of the [STATE] General Corporation Law and the Corporation's Bylaws, shareholders may take action without a meeting by written consent; and WHEREAS, the Board of Directors has recommended the following action to the shareholders.","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.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Statement of shares entitled to vote","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.","As of [RECORD DATE], the total number of shares of [CORPORATION NAME] outstanding and entitled to vote on the matters set forth herein is [X] shares of Common Stock and [Y] shares of Series [A] Preferred Stock.","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.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Resolution clauses","The operative heart of the document — one numbered RESOLVED clause for each specific action approved, drafted in precise, self-contained language.","RESOLVED, that the shareholders of the Corporation hereby approve and authorize [SPECIFIC ACTION], in substantially the form attached hereto as Exhibit [A], and authorize any officer of the Corporation to execute and deliver all documents necessary to consummate such action.","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.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Ratification of prior actions","A catch-all resolution that retroactively confirms and approves any related actions already taken by officers or directors before the consent was executed.","RESOLVED FURTHER, that all actions taken by the officers and directors of the Corporation in connection with the matters set forth above prior to the date of this Written Consent are hereby ratified, confirmed, and approved in all respects.","Using blanket ratification language without identifying the specific prior actions being ratified. Overly broad ratification clauses can inadvertently shield unauthorized acts from scrutiny.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Consent threshold and effectiveness statement","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.","The undersigned shareholders, holding [X] shares representing [Y]% of the total outstanding voting shares of the Corporation, which is [sufficient / more than the required majority / unanimous], hereby consent to the foregoing resolutions. This Written Consent shall be effective as of [EFFECTIVE DATE].","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.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Filing and notice obligation","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.","Prompt notice of the action taken by this Written Consent shall be given to shareholders who did not execute this Consent, in accordance with Section [X] of the [STATE] General Corporation Law, within [10] days after the Effective Date.","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.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Integration and counterparts clause","Confirms that the consent may be signed in counterparts (including electronic signatures) and that all signed copies together constitute one binding document.","This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid.","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.",{"name":342,"plain_english":343,"sample_language":344,"common_mistake":345},"Signature blocks with share certification","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.","Signature: _______________________ | Printed Name: [SHAREHOLDER NAME] | Number of Shares: [X] shares of [Common / Series A Preferred] Stock | Date: [DATE]","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.",[347,352,357,362,367,372,377,382],{"step":348,"title":349,"description":350,"tip":351},1,"Confirm the statutory authority and bylaw permission","Check your state or province's corporation statute and your corporate bylaws to verify that written consent in lieu of a meeting is permitted for the specific action you are approving. Some actions — particularly charter amendments in certain states — require a formal meeting.","Delaware GCL §228 permits majority written consent by default; California Corporations Code §603 requires unanimous consent unless the articles expressly permit less. Know which rule applies before you draft.",{"step":353,"title":354,"description":355,"tip":356},2,"Set the record date and pull the shareholder register","Select a record date and obtain the current shareholder register as of that date, including each shareholder's name, address, share count, and class. This list determines who must sign and what consent threshold must be met.","Use the same record date on the consent document and in any notice sent to non-consenting shareholders. Mismatched dates create audit inconsistencies.",{"step":358,"title":359,"description":360,"tip":361},3,"Enter the corporation's legal name and jurisdiction","Fill in the full registered legal name of the corporation exactly as it appears in the certificate or articles of incorporation, and confirm the state or province of incorporation for the statutory citation.","Cross-check the name against your most recent state filing — the corporation's registered name may differ from the operating trade name or website.",{"step":363,"title":364,"description":365,"tip":366},4,"Draft a separate RESOLVED clause for each action","Write one numbered RESOLVED clause per distinct corporate action being approved. Each clause should be self-contained, identify the specific action with precision, and cross-reference any attached exhibits.","Avoid using defined terms in the resolution that are defined only in an attached agreement — the resolution should be readable as a standalone document.",{"step":368,"title":369,"description":370,"tip":371},5,"Calculate and state the consent threshold","Add up the shares held by all shareholders who will sign and divide by total outstanding shares to confirm the percentage. State this calculation explicitly in the effectiveness clause. Verify separately for each class if class-based voting applies.","Build a simple table listing each shareholder's name, share count, and running cumulative percentage. Attach it as an exhibit if more than five shareholders are signing.",{"step":373,"title":374,"description":375,"tip":376},6,"Set the effective date carefully","Set the effective date to the date the last required signature is expected or obtained — not an earlier aspirational date. For actions that must be effective immediately, use 'the date of the last signature below.'","For financing transactions, confirm with counsel whether the effective date of the written consent must precede the closing date of the transaction. Backdating is legally risky and potentially fraudulent.",{"step":378,"title":379,"description":380,"tip":381},7,"Circulate for signatures and collect with share counts","Send the signature pages to each shareholder who must sign, either electronically or in hard copy, and confirm each signatory returns the page with their share count filled in. Collect all counterparts before treating the action as authorized.","Use a countersignature checklist tracking who has signed, the date of their signature, and the share count confirmed — especially important for rounds with more than three shareholders.",{"step":383,"title":384,"description":385,"tip":386},8,"File the executed consent in the corporate minute book and send notice","Once all required signatures are collected, date-stamp the final document, add it to the corporate minute book, and — if consent was less than unanimous — send prompt notice to any non-consenting shareholders within the timeframe required by statute.","Store the executed consent alongside any related board resolutions or transaction agreements so the full authorization chain is traceable in one location.",[388,392,396,400,404,408],{"mistake":389,"why_it_matters":390,"fix":391},"Using the wrong consent threshold for the action type","Some corporate actions — mergers, charter amendments, dissolution — require a supermajority (typically two-thirds or two-thirds of each class) rather than a simple majority. Using a simple majority threshold for a supermajority action renders the consent void.","Check both the applicable corporation statute and your bylaws for the specific action being authorized before stating the required threshold. When in doubt, require unanimity to eliminate any procedural challenge.",{"mistake":393,"why_it_matters":394,"fix":395},"Backdating the effective date","Setting an effective date before the last signature is obtained means the consent was technically invalid on the stated date, exposing the corporation and its officers to claims of unauthorized action or, in extreme cases, fraud.","Use 'the date of the last signature below' as the effective date, or circulate the document with a realistic closing date that allows time for all signatures to be collected.",{"mistake":397,"why_it_matters":398,"fix":399},"Failing to provide post-consent notice to non-signing shareholders","In Delaware, California, and most other US states, a majority — but not unanimous — written consent requires prompt notice to non-consenting shareholders. Skipping this step is a procedural defect that can be raised to invalidate the action.","Include an explicit notice obligation clause in the template and calendar a reminder to send notice within the statutory deadline — typically 10 days after the effective date.",{"mistake":401,"why_it_matters":402,"fix":403},"Omitting class-based voting analysis when preferred stock is outstanding","Investors holding preferred stock often have separate class-voting rights that require their affirmative consent for specific actions, regardless of overall majority approval. Ignoring this can result in a consent that appears valid but is legally defective.","Review the certificate of incorporation and any investor rights agreements before drafting to identify all class-voting triggers, and obtain a separate consent from each required class.",{"mistake":405,"why_it_matters":406,"fix":407},"Combining unrelated resolutions into a single RESOLVED clause","If one element of an omnibus resolution is challenged or invalid, courts in many jurisdictions will void the entire clause rather than sever the defective portion — undoing all the actions bundled together.","Draft one RESOLVED clause per discrete action, numbered sequentially. Each clause should stand alone so that a challenge to one does not affect the others.",{"mistake":409,"why_it_matters":410,"fix":411},"Not retaining executed originals in the minute book","During due diligence for a financing round, acquisition, or audit, a missing or unsigned written consent creates a gap in the corporate record that can delay or kill a transaction.","Establish a filing protocol requiring the corporate secretary to confirm all signatures are collected and file the fully executed consent in the minute book within 48 hours of the effective date.",[413,416,419,422,425,428,431,434,437],{"question":414,"answer":415},"What is an action by written consent of shareholders?","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.\n",{"question":417,"answer":418},"Is a written consent of shareholders legally binding?","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.\n",{"question":420,"answer":421},"Does a written consent require all shareholders to sign?","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.\n",{"question":423,"answer":424},"What actions can be approved by written consent of shareholders?","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.\n",{"question":426,"answer":427},"What is the difference between a unanimous written consent and a majority written consent?","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.\n",{"question":429,"answer":430},"Do non-consenting shareholders need to be notified?","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.\n",{"question":432,"answer":433},"Can written consent be signed electronically?","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.\n",{"question":435,"answer":436},"What happens if the written consent is not properly executed?","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.\n",{"question":438,"answer":439},"Should a written consent of shareholders be notarized?","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.\n",[441,445,449,453],{"industry":442,"icon_asset_id":443,"specifics":444},"Technology / SaaS","industry-saas","Frequently used to authorize new equity rounds, option pool increases, and SAFE note issuances on tight financing timelines without convening a formal shareholder meeting.",{"industry":446,"icon_asset_id":447,"specifics":448},"Financial Services","industry-fintech","Required for regulatory filings, change-of-control approvals, and material amendments to governance documents where regulator deadlines make meeting scheduling impractical.",{"industry":450,"icon_asset_id":451,"specifics":452},"Real Estate","industry-real-estate","Used in corporate holding structures to authorize property acquisitions, mortgage refinancings, and entity restructurings that require shareholder-level sign-off.",{"industry":454,"icon_asset_id":455,"specifics":456},"Professional Services","industry-professional-services","Closely held professional corporations — law firms, accounting firms, medical practices — rely on written consents to approve partner buyouts, equity transfers, and shareholder-agreement amendments without disrupting client-service schedules.",[458,461,464,467],{"vs":246,"vs_template_id":459,"summary":460},"action-by-written-consent-of-directors-D23","A directors' written consent authorizes actions at the board level — approving contracts, hiring officers, or authorizing financings — while a shareholders' written consent authorizes actions that legally require shareholder approval, such as mergers, charter amendments, or major equity issuances. Many transactions require both documents in sequence: board consent first, then shareholder consent.",{"vs":253,"vs_template_id":462,"summary":463},"annual-shareholders-meeting-minutes-D64","Annual meeting minutes document decisions made at a formally noticed, in-person or virtual meeting with a quorum present. A written consent bypasses the meeting entirely. Meeting minutes are appropriate when an annual meeting is required by statute or bylaws; written consent is faster for interim or out-of-cycle actions when shareholders can be reached quickly.",{"vs":257,"vs_template_id":465,"summary":466},"special-shareholders-meeting-minutes-D72","A special shareholders meeting requires advance notice — typically 10 to 60 days — and a quorum before any vote. A written consent can be effective within days of circulation once the required signatures are collected. Use special meeting minutes when the action requires a formal meeting by statute, when shareholders are contested, or when proxy solicitation is involved.",{"vs":59,"vs_template_id":468,"summary":469},"shareholders-agreement-D12742","A shareholders agreement is a long-form contract that defines ongoing rights and obligations among shareholders — transfer restrictions, drag-along, tag-along, voting agreements, and pre-emptive rights. A written consent is a one-time authorization document used to approve a specific action. The two documents interact: the shareholders agreement may specify which actions require written consent and at what threshold.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Closely held corporations with two to five shareholders approving routine actions like director elections, officer appointments, or minor equity issuances","Free","15–30 minutes",{"best_for":476,"cost":477,"time":478},"Corporations with multiple share classes, investor protective provisions, or actions tied to a financing closing or acquisition","$300–$700","1–2 days",{"best_for":480,"cost":481,"time":482},"Public or pre-IPO companies, cross-border transactions, contested shareholder situations, or actions requiring regulatory filings","$1,000–$5,000+","3–10 business days",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","Delaware GCL §228 permits majority written consent unless the certificate of incorporation prohibits it — making Delaware the most permissive US jurisdiction for shareholder written consents. California Corporations Code §603 requires unanimous written consent by default unless the articles expressly authorize less. Most other states follow a majority-consent model similar to Delaware. Federal securities law imposes additional disclosure requirements for written consents by public company shareholders.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","The Canada Business Corporations Act (CBCA) §142 permits written resolutions signed by all shareholders entitled to vote, in lieu of a meeting. Most provincial acts — including Ontario's OBCA §104 — follow the same unanimous-consent model. Unlike Delaware, Canada does not generally permit majority written consent; unanimity is the standard, which means all shareholders of record must sign. Quebec corporations governed by the Quebec Business Corporations Act follow the same rule.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","The UK Companies Act 2006 §288–296 permits private companies to pass written resolutions signed by the required majority of eligible members — an ordinary resolution requires a simple majority; a special resolution requires 75%. Public companies (PLCs) cannot use written resolutions and must hold formal general meetings. The company must circulate the proposed written resolution to all eligible members simultaneously, and members have 28 days to respond before the resolution lapses.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","EU member states vary significantly in their approach to shareholder written consents. Germany and France generally require formal general meetings for shareholder resolutions, though GmbH structures in Germany permit written circular resolutions with unanimous consent. The Netherlands and Luxembourg are more permissive, allowing written resolutions by required majority in private companies. GDPR considerations apply when collecting and storing shareholder signature data electronically across EU jurisdictions.",[243,254,258,505,506,507,508,509,510,511,512,513],"shareholders-agreement-D1016","corporate-governance-policy-D13943","stock-purchase-agreement-D349","board-resolution-D78","non-disclosure-agreement-nda-D12692","articles-of-incorporation-D998","founders-agreement-D12653","equity-incentive-plan-D13224","adhesion-to-the-unanimous-shareholder-agreement-D848",{"emit_how_to":207,"emit_defined_term":207},{"primary_folder":183,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":524},"equity-and-mergers","resolution","general","all-stages",[517,521,522,523],"legal","shareholder-consent","corporate-governance",0.95,"\u003Ch2>What is an Action by Written Consent of Shareholders?\u003C/h2>\n\u003Cp>An \u003Cstrong>Action by Written Consent of Shareholders\u003C/strong> is a binding corporate governance document that allows a corporation's shareholders to approve resolutions — electing directors, authorizing equity issuances, approving mergers, or ratifying prior actions — without convening a formal meeting. Instead of issuing notice, establishing a quorum, and conducting a vote in person or by proxy, the corporation circulates a written resolution, collects signatures from the required percentage of shareholders, and the action becomes legally effective once the consent threshold is met. In most US states and many other jurisdictions, a properly executed written consent carries the same legal weight as a resolution passed at a duly noticed shareholder meeting.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without an executed written consent on file, any corporate action that legally requires shareholder approval — a new financing round, a charter amendment, a merger, or the election of a new director — is technically unauthorized, regardless of how well understood the decision was among the founders or major investors. Investors and acquirers conducting due diligence scrutinize the corporate minute book for precisely this documentation; a missing or defective shareholder consent is one of the most common issues that delays or reprices a transaction. Beyond deal risk, an undocumented shareholder action can expose directors and officers to personal liability for acting without proper authority. This template provides the structure — recitals, resolution clauses, consent-threshold statement, and signature blocks with share-count certification — needed to create a clean, enforceable record that holds up in diligence, audit, and, if it comes to it, litigation.\u003C/p>\n",1781186008129]