Record official actions without formal votes: Unanimous Consent
What is Unanimous Consent?
Unanimous Consent is a way for a corporation's board of directors or shareholders to take official action without holding a formal meeting. If everyone agrees on a decision, the action can be approved in writing instead of through a scheduled vote.
This approach is especially helpful when directors or shareholders are unable to meet in person. In many states, informal annual meetings are permitted, and corporations can document decisions by unanimous consent instead. The secretary will prepare minutes or a consent form, and each required member must sign it. The signed document is then kept with other corporate records.
To make it valid, the document should clearly state that the meeting was held by unanimous consent and list the topics being approved. The consent form may also be circulated to absent members for their signatures by mail, fax, or electronically.
When to use Unanimous Consent:
- You need to record official actions when all directors or shareholders agree on a decision without holding a formal meeting.
- You need to record a decision for a meeting when some directors cannot attend but still need to approve an action, or when scheduling a formal meeting is difficult or unnecessary.
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Sample Unanimous Consent
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CORPORATE ACTION BY CONSENT OF THE
OF
| - Bylaws |
| - Amended Articles of Incorporation |
| - Restated Articles of Incorporation |
| - Plan of Reorganization |
| - Plan of Liquidation |
| - Plan for Sale of Corporate Assets |
| - Plan for Purchase of Assets |
| - |
- All actions subsequent to the last meeting of the .
- Compensation paid to the Officers during the past year.
- Transactions between the corporation and related entities, including
- Transactions between the corporation and its Shareholders and/or Officers.
- The purchase of
-
the corporation's Officers, the corporation's Treasurer, , the corporation's Accountant(s), , , Highlights of the financial statements included: in accordance with the attached schedule.as follows:as shown on the attached schedule.as follows:.% of the corporation's net income for the year ended .in the amount of per share.in accordance with the attached schedule.as follows:as shown on the attached schedule.as follows: up to a maximum of such amounts as the Officers deem advisable The form of resolution by the above lender is adopted and a copy is attached. The attached resolution states the names of the persons who are authorized to request loan advances. The Officers are authorized to take all actions and to sign all documents reasonably needed to carry out this loan transaction.Only the following Officer(s): are authorized to take all actions and to sign all documents reasonably needed to carry out this loan transaction.The form of resolution as provided by the bank is adopted and a copy is attached. The attached bank form of resolution states the names of the persons who are authorized to sign checks and drafts.and Directors
- Enter into lease arrangements for the lease of
- Purchase
- Establish a group health plan
- Establish a life insurance plan
- Establish a pension plan
- Establish a disability insurance plan
. SIGNATURES. This Consent shall be signed by the following:
,
| By: | Date: |
Unanimous Consent FAQs
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What is a Unanimous Consent Agreement?
A Unanimous Consent Agreement allows you to record official actions of the directors and/or shareholders of a corporation that were taken by unanimous consent, rather than as part of a formal meeting.
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How does unanimous consent work?
Unanimous consent is often used to expedite proceedings by eliminating the need for formal votes. Typically, an action is permitted if no stakeholder objects, however, if anyone objects, then the action is rejected, and a voting meeting will likely be required.
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When is a Unanimous Consent Form used?
Some common scenarios where a Unanimous Consent Form may be used are in the appointment of new directors or officers, the adoption of new documents or plans, the establishment of salaries, and the approval of past or future financial transactions.
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Who should sign a Unanimous Consent Agreement?
All deciding parties should sign the document. In most cases, this would mean the board of directors or the shareholders.
