Action by Unanimous Written Consent

Free Action by Unanimous Written Consent Template (US)

An Action by Unanimous Written Consent is a powerful and efficient tool for businesses, allowing corporations or LLCs to make important decisions without holding formal meetings. It is a written record signed by all members or directors, confirming their unanimous agreement on a specific action or resolution. This template serves as a critical piece of corporate record-keeping, providing a clear, legally sound record of a decision that has the full support of all required parties. Use it to efficiently document decisions like appointing officers, approving contracts, or amending bylaws, ensuring legal compliance and clear record-keeping.

What is an Action by Unanimous Written Consent?

An Action by Unanimous Written Consent is a document that records a formal decision made by a company's governing body—such as its Board of Directors or its members—outside of a traditional meeting. The core principle is unanimity: every individual entitled to vote on the matter must sign the consent form, indicating their agreement. This signed document has the same legal force and effect as a resolution passed at a duly called and held meeting where minutes are recorded.

When to Use an Action by Unanimous Written Consent

This mechanism is ideal for documenting a wide range of corporate actions when a formal meeting is impractical or unnecessary. Common scenarios include:

• Appointing or removing corporate officers, directors, or managers.
• Approving significant contracts or major business transactions.
• Authorizing the opening of bank accounts or establishing lines of credit.
• Adopting, amending, or repealing corporate bylaws or operating agreements.
• Approving annual budgets or financial statements.
• Declaring dividends or making distributions (where applicable).
• Approving mergers, acquisitions, or the sale of substantial assets.

Key Information Required for the Template

To complete an Action by Unanimous Written Consent template accurately, you will need to gather specific information:

• Company Details: The full legal name of the corporation or LLC, its state of incorporation/organization, and its principal office address.
• Governing Body: A clear statement of whether the consent is from the Board of Directors, the shareholders, or the members/managers of an LLC.
• Date of Action: The specific date on which the consent is executed and the action is deemed effective.
• List of Parties: The names and titles (e.g., Director, Member) of all individuals whose consent is required. Space for their signatures and the date they sign is essential.
• Resolution Details: A precise and unambiguous description of the action being approved. This is the heart of the document and should be drafted in clear, formal language, often beginning with "RESOLVED, that..."

Legal Entities Covered

The unanimous written consent mechanism is a standard feature for both major business structures in the United States.

• Corporation: State corporate laws generally permit actions to be taken by unanimous written consent of the directors or shareholders, unless the articles of incorporation or bylaws state otherwise.
• LLC (Limited Liability Company): The rules are generally found in the state's LLC Act and the company's own Operating Agreement. Most states allow members or managers to act by unanimous written consent unless the operating agreement provides a different method.

Importance of Unanimous Agreement

The requirement for unanimity is not a mere formality; it is a fundamental legal safeguard. It ensures that no single director or member can be bypassed on a significant decision. The document provides irrefutable proof that all parties with voting power were informed of and agreed to the proposed action. This protects the company from future disputes and challenges to the validity of the decision, reinforcing corporate governance and accountability.

Alternatives to a Formal Meeting

While a unanimous written consent is a primary alternative to a formal meeting, it's important to understand the context. The traditional alternative is a formal meeting with proper notice, quorum, and recorded minutes. For non-unanimous decisions, a meeting is typically required. Some state laws and company governing documents may allow for actions taken by less-than-unanimous written consent under specific circumstances, but the unanimous version is often simpler as it avoids complex notice and timing requirements.

How to Fill Out the Action by Unanimous Written Consent Template

Using a template streamlines the process. Follow these general steps:

1. Download a Reputable Template: Start with a professionally drafted template designed for your entity type (Corporation or LLC).
2. Input Company Information: Fill in all blanks related to the company's name, state, and address.
3. Draft the Resolution: Carefully write the resolution text in the provided section. Be specific about the action being taken.
4. List the Consenting Parties: Enter the names and titles of all directors, members, or managers whose consent is required.
5. Circulate for Signatures: Distribute the document to all listed parties for their review and signature. Ensure every required person signs and dates it.
6. File the Document: Once fully executed, the consent should be placed in the company's official minute book or records alongside other important corporate documents.

Explanation of Common Clauses and Scenarios

A robust template will include several key clauses:

• Recitals/Preamble: This section sets the context, stating the authority under which the consent is given (e.g., pursuant to state law and the company's bylaws).
• Resolved Clauses: These are the operative statements that formally approve the action. There can be multiple "RESOLVED" clauses for related actions.
• Effectiveness Clause: States that the consent is effective upon the signature of the last required party, or on a specified date.
• Governing Law: Specifies which state's laws will interpret the document, typically the state of incorporation/organization.

Frequently Asked Questions (FAQ) About Written Consent

What is an example of unanimous written consent?

A common example is the written approval by all directors of a corporation to appoint a new Chief Executive Officer. Instead of calling a special board meeting, a document titled "Action by Unanimous Written Consent of the Board of Directors" is drafted, stating the resolution to appoint the CEO, and is signed by every director.

Do written consents need to be unanimous in the US?

For an action taken without a meeting via written consent, state laws often require unanimity for directors and sometimes for shareholders/members. However, specific state statutes and a company's governing documents (like bylaws or an operating agreement) may allow for action by less-than-unanimous written consent if particular procedures are followed. It is crucial to consult your state law and company documents for precise requirements.

How do I draft a written consent document?

Drafting involves clearly identifying the company, the governing body taking action, the date, and the precise resolution. Using a pre-formatted unanimous written consent template ensures you include all necessary legal language and structural elements. The key is clarity and completeness in describing the action being authorized.

Can you provide a sample written resolution?

Within a consent document, a sample resolution clause might read: "RESOLVED, that the Corporation is hereby authorized to enter into the Loan and Security Agreement dated [Date] with [Bank Name], in the principal amount of $[Amount], and that the President is authorized to execute said agreement on behalf of the Corporation."

What is the definition of unanimous written consent?

It is the written agreement and approval of an action by every member of a governing body (e.g., all directors or all voting members) entitled to vote on that matter, executed in one or more counterparts, which legally substitutes for a vote taken at a formal meeting.

What does 'unanimous consent' legally mean?

Legally, it signifies the agreement or acquiescence of all parties whose consent is required for a particular proceeding or decision. In a corporate context, it validates the action as if it had been passed at a meeting with a full quorum and a unanimous vote, binding the company and providing a defense against claims that proper procedure was not followed.

Download your free Action by Unanimous Written Consent template now! A proper template provides a guided form, ensures legal soundness, and delivers an instant, professional document ready for signature, streamlining your corporate governance and record-keeping.