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.

Electronic Signature
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Action by Written Consent of Board of Directors

Action by Written Consent of Board of Directors

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

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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