Is a unanimous written action legally binding?

Yes if bylaws and state corporation law authorize written consent and all directors entitled to vote sign. Federal ESIGN (15 U.S.C. ch. 96) and state UETA frameworks support electronic execution, though some exceptions may apply.

Can directors sign electronically?

Yes. Electronic signatures that demonstrate intent, consent, attribution, and retention satisfy ESIGN and UETA requirements, provided any industry-specific rules are met and the audit trail is preserved.

Do I need a notary or witnesses?

Not generally required for a board unanimous written action; notarization is typically unnecessary unless a specific state statute, corporate charter, or third-party requirement demands it.

How do I revoke or amend a signed action?

A unanimous written action cannot be unilaterally revoked after execution; directors must adopt a subsequent unanimous written action or take steps authorized by bylaws to amend or rescind prior approvals.

Where should the executed document be stored?

Store the signed action in the corporate minute book and retain a tamper-evident electronic copy with the audit trail. Maintain retention consistent with IRS and industry rules.

What if a director refuses to sign later?

If unanimity is required but not achieved, the proposed action is not effective as a unanimous written action; the board may convene a meeting or follow procedures in the bylaws to obtain the necessary approvals.

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Unanimous Written Action of Board of Directors

Unanimous Written Action 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!

Unanimous Written Action of Board of Directors Approving Agreement

WHEREAS, the Board of Directors of has discussed entering into the Agreement substantially in the form attached hereto as Exhibit A and made a part hereof; and

WHEREAS, the Board of Directors of unanimously approve the terms of said Agreement between this Corporation and

NOW, THEREFORE, IT IS HEREBY RESOLVED that the President, Vice President or Chief Financial Officer of this Corporation are, and each acting alone is, hereby authorized to execute and deliver on behalf of this Corporation the Agreement in the form attached hereto as Exhibit A with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

RESOLVED FURTHER, that the officers of this Corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolution.

* * * *

The undersigned, constituting all of the Directors of hereby execute this Unanimous Written Action effective as of the and hereby waive any and all requirements by statute or otherwise as to the necessity of a formal meeting or notice thereof to the undersigned.

What a Unanimous Written Action of Board of Directors Is

A Unanimous Written Action of Board of Directors is a signed written record documenting a board decision adopted without a formal meeting because all directors consent in writing. It substitutes for minutes of an in-person or virtual meeting when corporate bylaws and state law permit unanimous written consent. The document typically states the specific action taken, cites the governing articles or bylaws when relevant, lists participating directors, sets an effective date, and is retained with the corporate minute book as the official record of the directors’ decision.

Why organizations use a unanimous written action

Unanimous written actions allow boards to act promptly without convening a meeting, reduce administrative overhead, and create a clear, signed record of director approval when bylaws authorize written consent.

Who typically prepares and signs a unanimous written action

Directors, corporate secretaries, general counsel, and corporate administrators commonly prepare, circulate, and sign unanimous written actions when immediate board approval is needed and bylaws permit written consent.

Independent board directors who must document their approval without a meeting.
Corporate secretary or legal counsel who prepares and retains the executed form.
Executive officers acting under board authorization for routine corporate actions.

Essential components to include in a professional unanimous written action

A well-structured unanimous written action contains clear headings and clauses so the corporate record unmistakably shows directors’ unanimous consent and how the action affects corporate authority or governance.

Resolution Text

A precise statement of the action taken, with any factual recitals or findings that support the decision.

Unanimity Clause

An explicit statement that all directors consent in writing and waive the need for a meeting under applicable bylaws or state statute.

Signatures

Signature blocks for each director with printed name, title (if any), and date of signature.

Effective Date

The date the action takes effect, either the signing date or a specified later date if the resolution so provides.

Corporate Attestation

A certificate by the corporate secretary (or equivalent) confirming that directors are entitled to act and that the consent is duly executed.

Minute Book Entry

A directive to attach the signed action to the corporate minutes and records for preservation.

Step-by-step: how to complete a unanimous written action

Follow these sequential steps to prepare, circulate, sign, and record a unanimous written action consistent with corporate governance practices.

01

Draft Resolution: Compose precise operative language and recitals supporting the action.
02

Confirm Authority: Verify bylaws and state law permit unanimous written consent for this matter.
03

Circulate to Directors: Send the draft to all directors with signing instructions and deadline.
04

Record and File: Attach the executed consent to the minute book and update corporate records.

How to set up a digital workflow for this document

Configure a repeatable workflow that ensures each director receives the document, signs distinctly, and a tamper-evident record is retained.

Field	Configuration
Upload Document	PDF or DOCX; include resolution and signature blocks
Signature Fields	Place name, signature, and date fields for each director
Authentication	Email verification or stronger multi-factor authentication
Record Storage	Save signed PDF with audit trail attached

Typical digital execution flow for unanimous written action

This sequence describes a standard online signing process and what each step captures for legal and corporate records.

Upload: Sender uploads final resolution file to the eSignature platform
Prepare: Add signer roles, signature and date fields, and any authentication
Circulate: Platform emails secure signing links to all directors
Execute & Archive: Directors sign; system produces signed PDF plus audit trail

Technical considerations for e-signing and storage

Use a platform that produces a tamper-evident signed PDF and records signer identity, timestamp, and chain-of-custody metadata.

File Formats: PDF/A, PDF, DOCX supported
Integrations: Works with CRM, storage, and document management systems
Authentication: Email, SMS code, or stronger methods available

Security and compliance features to verify

Encryption: AES-256 at rest

Transport Security: TLS 1.2/1.3 in transit

Audit Trail: Comprehensive signer metadata

Certifications: SOC 2 Type II available

HIPAA Support: BAA available

Authentication: Email, SMS, KBA, 2FA

eSignature vendor pricing snapshot for this workflow

Comparison of typical starting prices and feature availability relevant to executing a unanimous written action. Verify current vendor plans before purchase.

	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	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-world examples of digital unanimous written actions

Organizations often use platform-based signing to accelerate approvals, preserve audit trails, and attach actions directly to corporate records.

Optica Ventures LLC

Optica streamlined investor consents using an online signing workflow that directors could complete remotely.

All directors provided signatures electronically and the signed file included a full audit trail.
Brian Fitzgibbons, COO, reports the interface is easy for the team and customers and improved turnaround while preserving compliance and recordkeeping.

Martin Properties

A property company used digital unanimous consent for routine board approvals to avoid scheduling delays.

Directors signed from mobile devices and the executed resolution was attached to the minute book.
Tim Martin, Founder, noted the ability to execute documents online with full compliance and security improved operational efficiency.

Common mistakes to avoid when preparing the document

Using informal or ambiguous resolution language that fails to clearly authorize specific corporate acts, creating uncertainty about scope and authority.
Failing to confirm bylaws and state law permit unanimous written consent for the particular action, which can render the action unenforceable.
Accepting signatures without verifying signer identity or failing to retain an audit trail, weakening evidence of attribution in disputes.
Not attaching the signed action to the corporate minute book or failing to update corporate records and registers promptly.

Risks and potential consequences of incorrect execution

Invalid Action: Action may be voidable

Corporate Liability: Third parties may challenge authority

Tax Exposure: Potential tax reporting consequences

Regulatory Risk: Industry rules may impose penalties

Contract Disputes: Counterparties may dispute validity

Recordkeeping: Loss of evidence for audits

Who usually signs and attests to the action

Board Chair

The board chair often reviews and signs the unanimous written action to indicate the leadership’s approval and oversight. Their signature provides a clear link between the resolution and governance leadership for internal and external reviewers.

Corporate Secretary

The corporate secretary prepares or certifies the executed action, attaches it to the minute book, and may provide a certificate attesting to validity. Their role supports accurate record retention and evidentiary chain-of-custody.

Timing considerations and typical processing steps

Certain dates are important for effectiveness, recordation, and any follow-up filings tied to the board action; plan the circulation to accommodate required authorizations.

Effective Date:

Enter as MM/DD/YYYY; determines when the resolution takes effect

Circulation Deadline:

Set a firm signing deadline to ensure all directors return consent

Attachment to Minutes:

Attach executed consent to minute book immediately after completion

Filing Triggers:

If action amends charters, file required documents with the Secretary of State

Document Retention:

Retain per retention policy and applicable statutes

Key milestones from draft to recordation

A concise milestone sequence helps track progress from preparation through permanent recordation.

01

Draft Resolution

Prepare operative language and identify directors needed

02

Legal Review

Confirm bylaws and state law permit written consent

03

Execution

Directors sign and date the consent form

04

Recordation

Attach signed action to corporate minutes and update registers

Frequently asked questions about unanimous written actions

Answers to common questions about validity, signatures, notarization, revocation, and recordkeeping for unanimous written actions.

Need help? Contact support

Is a unanimous written action legally binding?
Yes if bylaws and state corporation law authorize written consent and all directors entitled to vote sign. Federal ESIGN (15 U.S.C. ch. 96) and state UETA frameworks support electronic execution, though some exceptions may apply.
Can directors sign electronically?
Yes. Electronic signatures that demonstrate intent, consent, attribution, and retention satisfy ESIGN and UETA requirements, provided any industry-specific rules are met and the audit trail is preserved.
Do I need a notary or witnesses?
Not generally required for a board unanimous written action; notarization is typically unnecessary unless a specific state statute, corporate charter, or third-party requirement demands it.
How do I revoke or amend a signed action?
A unanimous written action cannot be unilaterally revoked after execution; directors must adopt a subsequent unanimous written action or take steps authorized by bylaws to amend or rescind prior approvals.
Where should the executed document be stored?
Store the signed action in the corporate minute book and retain a tamper-evident electronic copy with the audit trail. Maintain retention consistent with IRS and industry rules.
What if a director refuses to sign later?
If unanimity is required but not achieved, the proposed action is not effective as a unanimous written action; the board may convene a meeting or follow procedures in the bylaws to obtain the necessary approvals.

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