Is notarization required for consent?

Not usually. Most states do not require notarization for board consents, but third parties (banks, title companies) may request notarized or certified copies for acceptance.

Can directors sign separate copies?

No. To be unanimous, signatures must be on identical text or on documents that clearly constitute identical written consent under the corporation's bylaws and state law.

Are electronic signatures valid?

Yes, when ESIGN and applicable state law (UETA or ESRA) requirements are met: intent, consent, attribution, and retention. Use platforms that preserve audit trails.

What if a director refuses to sign?

Unanimous consent cannot be achieved; then call a board meeting or seek alternative governance actions permitted by bylaws or the corporate code.

How should the consent be recorded?

File the original in the minute book and keep certified copies for banks or regulators; include any secretary certification that verifies signatures and entry into corporate records.

Can a consent be revoked?

A signed unanimous consent is effective when properly executed; revocation typically requires a new unanimous action or other corporate process in line with bylaws and applicable law.

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Unanimous Written Consent of Board of Directors

Unanimous Written Consent of Board of Directors

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What the Unanimous Written Consent of Board of Directors Is

The Unanimous Written Consent of the Board of Directors is a written record signed by every director that documents board approval of a specific corporate action without holding a formal meeting. When executed correctly it carries the same legal effect as an action taken at a duly convened board meeting under applicable state corporate law and the corporation's bylaws. The document typically identifies the corporation, states the action approved, specifies an effective date, and includes signature blocks for all directors. Ensure the corporation's governing documents permit action by unanimous written consent before relying on it.

Why organizations use a Unanimous Written Consent

A unanimous written consent lets boards document approval quickly and remotely for routine or time-sensitive matters, reducing scheduling delays while creating a clear permanent record that supports corporate governance and audit trails.

Who typically prepares and signs this consent

Boards and corporate officers use this instrument when bylaws allow written consents in lieu of meetings.

Corporate secretaries who maintain minute books and corporate records and ensure procedural compliance.
General counsel or outside counsel who draft the resolution language and confirm bylaw conformity.
Directors (independent and executive) who must sign to indicate unanimous assent to the stated action.

Typical signatories and roles

Corporate Secretary

The corporate secretary prepares and records the consent in the minute book, verifies bylaws permit written consent, and certifies that all directors signed the identical document.

Board Director

Each director signs to indicate assent; a director's signature constitutes formal approval in lieu of attending a meeting when unanimous consent is required.

Essential information to include on the consent

Document Title: Unanimous Written Consent

Corporate Name: Exact legal entity name

Effective Date: MM/DD/YYYY

Approved Action: Concise resolution text

Signatory Names: Full printed names

Signatures & Dates: Signature plus date signed

Risks of an improperly executed consent

Invalid Consent: May be unenforceable

Name Mismatch: Triggers creditor or bank rejection

Missing Signatures: Loses unanimous status

Bylaw Noncompliance: Board action may be void

ESIGN Issues: Consent may fail electronic standards

Poor Retention: Loss of audit evidence

Common preparation and execution pitfalls to avoid

Circulating non-identical copies or versions so signatures attach to different texts, which defeats unanimity and may invalidate the consent.
Failing to confirm bylaws allow written consent for the specific action, especially for major corporate changes like mergers or amendments.
Using inconsistent signer names or abbreviations that do not match corporate records, causing banks or registrars to refuse recognition.
Not preserving a clear audit trail for electronic signatures (timestamps, signer IP, and consent evidence) needed for legal defensibility.

Step-by-step: preparing and executing a unanimous written consent

Follow this sequence to prepare, circulate, and record a unanimous written consent so it satisfies corporate procedure and creates an auditable record.

01

Draft: Write concise resolution language and identify the action.
02

Bylaws Check: Confirm written consents are permitted for this action.
03

Circulate: Send identical copies to all directors for signature.
04

Record: File in the corporate minute book and update corporate records.

Where the executed consent should be delivered and stored

After execution, distribute certified copies to required parties and preserve the original with corporate records to ensure governance and operational continuity.

Corporate Records: Original signed consent retained in minute book.
Bank or Financial Institutions: Provide certified copy when banking resolutions or signatory changes are involved.
Legal Counsel: Counsel receives copy for corporate governance file.
Board Members: Each director keeps a signed copy for their records.

Core components of a professional unanimous written consent

A well-structured consent combines precise resolution text with formal declarations of unanimity and verifiable signatures to create a legally defensible corporate action record.

Corporate Identification

State the exact legal name and state of incorporation to ensure the instrument is tied to the correct legal entity and records.

Resolution Text

Describe the action being approved in clear, specific terms so there is no ambiguity about authority, scope, or implementation steps.

Effective Date

Specify the date when the consent takes effect; this controls timing for corporate actions and any related filings or contractual obligations.

Unanimity Statement

Include language that every director has reviewed and consents to the action to satisfy statutory unanimity requirements.

Signature Block

Provide printed names, titles (if applicable), signature lines, and dates for every director to sign the identical document.

Secretary Certification

Optional certificate by the corporate secretary attesting that all signatures are genuine and that the consent has been entered into the minute book.

Typical digital workflow settings for executing the consent online

Set clear signer fields and authentication options when using an eSignature platform so the consent is traceable and legally defensible.

Field	Configuration
Signers	All directors' emails listed; identical document for each
Authentication	Email link or SMS two-factor as required
Document Format	Upload as PDF to preserve formatting
Audit Trail	Enable timestamps, IP capture, and completion certificate

Digital signing considerations and integrations

Ensure the chosen platform supports required authentication levels and long-term preservation of the signed PDF and audit trail for compliance.

File Formats: PDF and Word DOCX supported
Integrations: Works with Salesforce, NetSuite, Google Workspace
Security: AES-256 at rest; TLS 1.2/1.3 in transit

Timelines and processing steps to watch

Track effective dates, bank processing windows, notary or RON needs, and retention timing to keep corporate records and third-party systems up to date.

Effective Date:

Date stated on consent determines when the action is effective.

Bank Processing:

Allow bank 3–10 business days to update signatory records.

Notarization (If Needed):

Obtain notarization or RON when third parties require it.

Shareholder Notice:

Provide notices if bylaws or statutes mandate shareholder notification.

Record Retention:

Retain original for corporate minute book indefinitely as practical.

Selected eSignature vendor pricing and capability snapshot

This comparison highlights basic pricing and capability differences for common eSignature needs; signNow is listed first per platform labeling rules and offers multiple pricing models.

	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 (Business Premium)	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about unanimous written consents

Answers to common questions about execution, electronic signing, notarization, and recordkeeping help prevent avoidable errors and support valid corporate actions.

Need help? Contact support

Is notarization required for consent?
Not usually. Most states do not require notarization for board consents, but third parties (banks, title companies) may request notarized or certified copies for acceptance.
Can directors sign separate copies?
No. To be unanimous, signatures must be on identical text or on documents that clearly constitute identical written consent under the corporation's bylaws and state law.
Are electronic signatures valid?
Yes, when ESIGN and applicable state law (UETA or ESRA) requirements are met: intent, consent, attribution, and retention. Use platforms that preserve audit trails.
What if a director refuses to sign?
Unanimous consent cannot be achieved; then call a board meeting or seek alternative governance actions permitted by bylaws or the corporate code.
How should the consent be recorded?
File the original in the minute book and keep certified copies for banks or regulators; include any secretary certification that verifies signatures and entry into corporate records.
Can a consent be revoked?
A signed unanimous consent is effective when properly executed; revocation typically requires a new unanimous action or other corporate process in line with bylaws and applicable law.

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