Are electronic signatures valid?

Yes. Electronic signatures are generally legally binding under the ESIGN Act (15 U.S.C. ch. 96, 2000) and state law such as UETA, provided intent, consent, attribution, and retention requirements are met.

Do bylaws need to authorize written consents?

Often yes. Confirm bylaws and articles permit board action by written consent; statutory default rules may apply but bylaws can modify required procedures.

Is notarization required for board consents?

Typically no. Board written consents usually do not require notarization; state corporate law governs any special formality requirements for particular actions.

How to prove authenticity later?

Use an eSignature provider that captures an audit trail with signer identity, IP, timestamp, and authentication method to support attribution and integrity.

Can a consent be revoked?

Revocation depends on the document and governing law; if the consent has already taken effect or actions have been implemented, revocation may be limited or ineffective.

Where should executed consents be stored?

Keep originals in the corporate minute book and an encrypted electronic copy with retained audit trail; follow retention rules such as IRC §6501(a) and HIPAA where applicable.

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Action by Written Consent of Board of Directors

Action by Written Consent of Board of Directors

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Action by Written Consent of Board of Directors (Upon Incorporation)

The following board consent appoints officers and authorizes various other post-incorporation matters.

ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF

The undersigned, being all of the members of the Board of Directors of , a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, hereby adopt by this written consent the following resolutions with the same force and effect as if they had been unanimously adopted at a duly convened meeting of the Board of Directors and direct that this written consent be filed with the minutes of the proceedings of the Board of Directors:

RESOLVED, that the actions of the sole incorporator of the Company as evidenced by the written instrument attached hereto be, and hereby are, approved, ratified and confirmed in all respects.

RESOLVED FURTHER, that the Bylaws in the form adopted by the sole incorporator of the Company be, and hereby are, approved and adopted in all respects as and for the Bylaws of this Company.

RESOLVED FURTHER, that the following persons be, and hereby are, elected to the offices of the Company set forth opposite their respective names below, to serve in accordance with the Bylaws of the Company and at the discretion of the Board:

Name Title

RESOLVED FURTHER, that the proposed corporate seal, an impression of which is affixed to this page in the margin opposite this resolution, be, and hereby is, adopted as and for the corporate seal of the Company.

RESOLVED FURTHER, that the Secretary of the Company be, and hereby is, authorized and directed to procure all corporate books, books of account and stockholder records required by the statutes of the State of Delaware or necessary or appropriate in connection with the business of the Company.

RESOLVED FURTHER, that the Treasurer of the Company be, and hereby is, authorized to pay all charges and expenses incident to or arising out of the organization of the Company and to reimburse any person who has made any disbursements therefor.

RESOLVED FURTHER, that be, and hereby are, designated as depositories of the funds of this Company, and that the proper officers of this Company are hereby authorized and directed to open checking and other depository accounts with said banking institutions.

RESOLVED FURTHER, that each officer of the Company is authorized to, and the single signature of any individual officer shall be sufficient to, sign and issue checks and make any other withdrawals and payments from any and all bank and depository accounts of the Company.

RESOLVED FURTHER, that the form of certificate for fully paid and nonassessable shares of Common Stock of the Company attached hereto be, and hereby is, adopted as the certificate to represent fully paid and nonassessable shares of Common Stock and that a specimen of such certificate be annexed to this written consent.

RESOLVED FURTHER, that whereas this Board of Directors wishes to offer for sale and issue shares of the Common Stock of the Company authorized by its Certificate of Incorporation, the proper officers of the Company be, and hereby are, authorized and directed to offer for sale and to sell and issue shares of the Common Stock of the Company, par value $ per share, at $ per share.

RESOLVED FURTHER, that the offer of (the "Stock Subscriber") to purchase shares of the Common Stock of the Company, par value $ per share, at a purchase price of $ per share, be, and hereby is, accepted; and that upon receipt of payment for such shares, the proper officers of the Company be, and hereby are, authorized and directed to issue to Stock Subscriber a certificate or certificates representing paid and nonassessable shares of Common Stock of the Company.

RESOLVED FURTHER, that the officers of the Company be, and hereby are, authorized and directed to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further instruments and documents in the name and on behalf of the Company and to incur all such fees and expenses as in their judgment shall be necessary or advisable in order to carry out fully the intent and each purpose of the foregoing resolutions.

RESOLVED FURTHER, that all actions heretofore taken by any officer of the Company in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, approved, ratified and confirmed in all respects.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of , have executed this written consent as of this day of , .

____________________

Director

____________________

Director

____________________

Director

What an Action by Written Consent of Board of Directors Is

An Action by Written Consent of the Board of Directors is a corporate governance document that records board approval of a specific corporate action without holding a physical meeting. It shows each director’s agreement in writing, the adopted resolution text, and the effective date. When corporate bylaws and state law permit, unanimous or specified-majority written consents allow companies to act quickly, preserve a contemporaneous record of board decisions, and satisfy statutory formalities required for corporate minutes and third-party reliance.

Why use a Written Consent instead of a Meeting

Written consents streamline routine or time-sensitive board approvals, reduce scheduling friction, and create a clear paper trail for corporate records. They are recognized under state corporate codes when bylaws and statutes permit and can substitute for in-person or virtual meetings where permitted by the governing law.

Essential Elements in a Professional Written Consent

A complete written consent organizes authority, records the resolution, identifies signers, and records effective timing. Well-structured consents reduce ambiguity for corporate officers, regulators, and counterparties.

Caption

Company name, jurisdiction of incorporation, and document title to establish corporate identity and the governance context for the action.

Resolution Text

Clear, specific language stating the action authorized, limitations, delegation (if any), and the authority granted to officers to implement the board’s decision.

Effective Date

The specific date the consent becomes effective, or a statement that it is effective upon the last required signature or a specified future date.

Signatory Block

Director name, printed name, signature, title (if applicable), and date of signature; indicate method of signature (electronic or handwritten).

Quorum / Vote Statement

Record of directors present or represented, vote tallies or unanimous consent language, and citation to bylaws or charter authorizing written consents.

Certification and Filing

Corporate secretary certification, archive location for minutes, and references to related documents such as shareholder approvals or lender consents.

Who prepares and signs a Board Written Consent

Typical preparers are corporate counsel or the corporate secretary; signers are current board members whose approval is required under the bylaws or articles.

Corporate Secretary prepares and files the final signed consent in the corporate minute book and certifies completeness.
General Counsel drafts the resolution text and confirms that bylaws and governance documents permit written consents.
Directors sign to indicate assent; signatures must meet the standard set by governing law and the company’s bylaws.

Step-by-step: Preparing and Executing a Written Consent

Follow a clear sequence to ensure validity: draft, confirm authority, circulate, collect signatures, certify, and file.

01

Draft: Prepare precise resolution text and identify required approvals.
02

Authority Check: Confirm bylaws and charter permit written consents and determine required majority.
03

Circulate: Send the consent to directors for signature with clear instructions and a deadline.
04

Certify and File: Have the corporate secretary certify the executed consent and add it to company records.

How to set up a digital workflow for written consents

Configure an eSignature workflow that authenticates signers, captures timestamps, and preserves an audit trail for corporate records.

Field	Configuration
Authentication	Email link plus optional SMS code or two-factor authentication
Routing Order	Specify simultaneous or sequential signer order per bylaws
Notifications	Reminders and completion notices to secretary and counsel
Audit Trail	Capture IP, timestamp, and signature method for each signer

Where to send and store the executed consent

Share the consent with directors, the corporate secretary, and relevant officers; maintain a signed copy in the minute book and secure electronic archive.

Directors: Receive and sign the consent; keep personal copy for records
Corporate Secretary: Certify execution and file in the minute book
General Counsel: Keep a copy for legal review and compliance
Secure Archive: Store master signed copy in encrypted corporate records

Technical considerations for electronic execution

Choose a platform that supports signer authentication, tamper-evident storage, and a reliable audit trail for corporate governance documents.

Authentication: Email, SMS code, or MFA
Document Format: PDF/A with embedded audit trail
Integrations: Connect to document management systems

Timing and common deadlines to observe

Observe timing rules for effectiveness, signature collection, and recordkeeping to preserve corporate authority and third-party reliance.

Effective Date:

Enter as MM/DD/YYYY; may be date of last required signature

Signature Deadline:

Set a clear deadline for collecting all required director signatures

Secretary Certification:

Certify execution promptly after final signature

Filing Requirements:

Internal only; state filing only for charter/bylaw amendments

Retention Start:

Retention begins on the effective date of the consent

Key milestones from draft to archival

A sequential milestone view helps coordinate parties and preserves the chain of authority for audits and third parties.

01

Draft Prepared

Prepare resolution language and circulation list.

02

Authority Verified

Confirm bylaws and applicable state law permit written consent.

03

Signatures Collected

Obtain required director signatures and record methods used.

04

Certified and Filed

Corporate secretary certifies and archives the executed consent.

Common pitfalls to avoid

Failure to verify that bylaws or charter authorize action by written consent, which can render the action voidable or invalid.
Incomplete or inconsistent resolution text that leaves authority ambiguous and complicates officer implementation.
Missing or mismatched signatory information (name/date/method), which may cause third parties to question validity.
Not preserving an auditable record of the signature method and signer authentication, weakening evidentiary weight.

Legal and practical risks of defective consents

Invalid Action: Board action may be challenged

Third-Party Exposure: Counterparties may refuse reliance

Regulatory Scrutiny: Potential agency or auditor inquiries

Contract Liability: Officers may lack authority to bind company

Shareholder Challenge: Derivative suits or rescission risk

Recordkeeping Penalty: Noncompliance with record-retention rules

Required information typically included

Company Name: Exact corporate name

Jurisdiction: State of incorporation

Resolution Text: Precise authorization language

Director Names: Printed names for each signer

Signatures: Handwritten or electronic signature

Effective Date: MM/DD/YYYY format

eSignature pricing and capability snapshot for board consents

Comparison of common eSignature vendors on starting price and key capabilities relevant to executing and archiving corporate written consents.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Yes	Yes	Yes	Yes
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about written consents

Answers to common legal and practical questions about validity, electronic signatures, recordkeeping, and revocation of board written consents.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are generally legally binding under the ESIGN Act (15 U.S.C. ch. 96, 2000) and state law such as UETA, provided intent, consent, attribution, and retention requirements are met.
Do bylaws need to authorize written consents?
Often yes. Confirm bylaws and articles permit board action by written consent; statutory default rules may apply but bylaws can modify required procedures.
Is notarization required for board consents?
Typically no. Board written consents usually do not require notarization; state corporate law governs any special formality requirements for particular actions.
How to prove authenticity later?
Use an eSignature provider that captures an audit trail with signer identity, IP, timestamp, and authentication method to support attribution and integrity.
Can a consent be revoked?
Revocation depends on the document and governing law; if the consent has already taken effect or actions have been implemented, revocation may be limited or ineffective.
Where should executed consents be stored?
Keep originals in the corporate minute book and an encrypted electronic copy with retained audit trail; follow retention rules such as IRC §6501(a) and HIPAA where applicable.

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