Question 1

What is a written consent in lieu of meeting?

Accepted Answer

A written consent allows board directors or stockholders to approve corporate actions without holding a formal meeting. It's legally equivalent to a meeting resolution and must be signed by the required number of directors or stockholders as specified in the bylaws or state law.

Question 2

When should I use a written consent instead of a meeting?

Accepted Answer

Use written consent for routine approvals like officer appointments, stock issuances, contract approvals, or bylaw amendments when scheduling a meeting is impractical. It's especially useful for small corporations or startups with few directors who may be geographically dispersed.

Question 3

Who needs to sign a written consent?

Accepted Answer

For board consents, typically all directors must sign for unanimous consent, or a majority as specified in bylaws. For stockholder consents, the required percentage depends on state law and the action being approved - usually a majority of outstanding shares, though some actions require supermajority approval.

Question 4

What corporate actions can be approved by written consent?

Accepted Answer

Common actions include appointing officers, authorizing stock issuances, approving contracts or agreements, amending bylaws or charter documents, ratifying prior actions, approving budgets, and declaring dividends. Most actions that can be taken at a meeting can be approved by written consent.

Question 5

Does Delaware allow action by written consent?

Accepted Answer

Yes, Delaware General Corporation Law allows both board and stockholder action by written consent. Board consent requires unanimous approval unless the certificate of incorporation provides otherwise. Stockholder consent requires approval by holders of outstanding stock having the requisite voting power.

Question 6

How should I store executed written consents?

Accepted Answer

Executed written consents should be filed with the corporate minutes and records. They serve as permanent documentation of corporate actions and may be required during due diligence, audits, or legal proceedings. Keep both physical and digital copies in your corporate record book.

Written Consent Generator