Can this be signed electronically?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states when the parties demonstrate intent, consent, attribution, and reproducible retention.

Is notarization required?

Generally not for internal corporate records, but third parties may request notarization or additional authentication; state-specific matters such as deed execution may require notary and witnesses.

What if a shareholder refuses to sign?

Unanimous action requires all required signatures. If any party with voting rights withholds consent, use a formal meeting or written consent process that complies with bylaws and state law.

How should I store the signed record?

Keep an original wet-signed copy or a timestamped, tamper-evident PDF in the corporate minute book, and retain the audit trail showing signer identity and timestamps.

Does unanimous action substitute for board minutes?

It can serve the same legal purpose for the specific action approved, but maintain minutes for broader governance matters and recurring records as required by bylaws.

When should I consult counsel?

Consult counsel for complex transactions, actions involving fiduciary issues, cross-jurisdictional corporate law questions, or when counterparty acceptance of electronic records is uncertain.

Electronic Signature
Templates
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Record of Unanimous Action of the Shareholders and Directors

Record of Unanimous Action of the Shareholders and Directors

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RECORD OF UNANIMOUS ACTION
OF THE SHAREHOLDERS AND DIRECTORS
OF

The undersigned, being all of the Shareholders and Directors of , a Mississippi corporation, hereby adopt and authorize the following resolutions and actions by unanimous consent, without the necessity of a meeting:

BE IT RESOLVED, that the By-Laws of the Corporation are hereby amended as set forth in the document entitled "By-Laws of .," executed by the undersigned, effective this date, and included in the Corporation Record Book.

BE IT FURTHER RESOLVED, that registered office of the Corporation shall be changed to and is hereby authorized as President to execute the necessary documents on behalf of the Corporation to effectuate such change.

* * * * *

The undersigned, constituting all of the Shareholders and Directors of hereby execute this Unanimous Consent to Action effective as of the day of, 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.

Shareholder and Director

Shareholder

What the Record of Unanimous Action of the Shareholders and Directors Is

A Record of Unanimous Action of the Shareholders and Directors is a written corporate document that documents approval by all directors and all shareholders of specified corporate actions without a formal meeting. It functions as a written consent or minute that establishes the same legal effect as an in-person board or shareholder vote when signed by the required parties. Typical uses include corporate reorganizations, bank account authorizations, approval of mergers or major contracts, officer appointments, and amendments to bylaws. Properly executed records are retained in the corporate minute book as evidence of corporate authority.

Why a Clear Unanimous Action Record Matters

A well-drafted Record of Unanimous Action creates clear, contemporaneous evidence that all required decision-makers approved a corporate action, reducing ambiguity for banks, auditors, and regulators and supporting internal governance.

Who Typically Prepares and Signs These Records

These records are commonly prepared by corporate counsel, corporate secretaries, or officers and signed by all directors and shareholders when unanimous consent is permitted by governing law and the company’s bylaws.

Corporate secretary or counsel — prepares text, confirms quorum and authority, and updates minute book.
Directors — sign to indicate board-level approval where required.
Shareholders — sign to record shareholder-level consent when full ownership approval is required.

Maintain originals or certified electronic copies in the corporate minute book and circulate signed copies to affected parties such as banks, escrow agents, or filing counsel.

Step-by-Step: Preparing and Executing the Record

Follow these sequential steps to prepare, circulate, and store a legally valid Record of Unanimous Action.

01

Draft the Resolution: Write precise action language and reference governing documents.
02

Verify Authority: Confirm articles, bylaws, and ownership percentages; ensure unanimity where required.
03

Circulate for Signature: Share the final document to all signers with clear signing instructions and a deadline.
04

Record and File: Store the signed record in the minute book and distribute certified copies as needed.

Typical Workflow for Using an Electronic Signing Process

Use a controlled eSignature workflow to collect signatures, retain audit evidence, and distribute final copies.

Upload Document: Sender uploads the final prepared record to the eSignature platform.
Place Fields: Add signature, date, and role fields where each party must sign or initial.
Set Authentication: Choose signer authentication level (email, SMS code, or advanced ID check).
Audit Trail: Platform captures timestamps, IP addresses, and completion certificate.

Recommended eSignature Workflow Settings

Configure the eSignature transaction to preserve legal validity and evidentiary detail for corporate records.

Field	Configuration
Signer Authentication	Email + SMS code for moderate assurance
Sequence	Simultaneous signing allowed for unanimous actions
Audit Trail	Enable full event log and certificate
Document Retention	Export signed PDF/A and store in minute book

Technical Considerations for Electronic Execution

Select eSignature features that support legal proof and secure long-term storage.

File Formats: PDF or PDF/A recommended
Security: TLS in transit; AES-256 at rest
Integrations: Connect to cloud storage or corporate systems

Preserve the full audit trail and export a timestamped, tamper-evident PDF to include in the corporate minute book and any compliance archive.

How a Record of Unanimous Action Compares to Similar Corporate Documents

Quick comparison to understand when to use a unanimous action versus other corporate minutes or consents.

Criteria	Record of Unanimous Action	Board Minutes	Written Consent
Formality	less formal	more formal	formal
Requires Meeting		often yes
Filing Required	typically no		typically no
Signatures Needed	all required parties	presiding officer + secretary	all consenting parties

Representative eSignature Pricing for Executing Corporate Records

Comparison of common vendor pricing and feature points relevant to signing and storing corporate unanimous action records.

	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, no card	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Essential Security and Compliance Details to Preserve Validity

Encryption: TLS 1.2/1.3 in transit

At-Rest Protection: AES-256 encryption

ESIGN / UETA: Recognized framework for e-signature legality

HIPAA Support: BAA available for HIPAA workflows

Audit Trail: Detailed event log retained

Certifications: SOC 2 Type II; ISO 27001

Key Risks When the Record Is Incomplete or Incorrect

Invalid Authorization: May void corporate action

Bank Rejection: Third parties may refuse document

Fiduciary Exposure: Directors could face liability

Tax Consequences: Incorrect reporting risk

Evidence Gaps: Harder to defend in dispute

Retention Failures: Noncompliance with recordkeeping rules

Common Pitfalls to Watch For

Failing to confirm that unanimous approval is permitted under bylaws or state law, which can render the action ineffective.
Using inconsistent company names or signer titles across documents, creating uncertainty for banks and counterparties.
Omitting signer capacity or failing to attach supporting ownership schedules or officer delegations when required.
Neglecting to capture or export the eSignature audit trail, reducing evidentiary value in disputes.

Real-World Uses of a Record of Unanimous Action

Illustrative scenarios show typical corporate situations where a written unanimous action is an efficient governance tool.

Private Sale Approval

A closely held corporation approves the sale of a noncore asset without a meeting.

All shareholders sign a single record to document consent.
The signed record and supporting sale documents are placed in the minute book and presented to the escrow agent to satisfy closing conditions and prove corporate approval.

Bank Account Authorization

Directors authorize new bank signatories for operating accounts.

All directors sign the unanimous action to appoint signers.
The bank accepts the signed record with corporate formation documents to add authorized signatories and activate online banking access.

Frequently Asked Questions and Troubleshooting

Answers to frequent questions about execution, enforceability, and recordkeeping for unanimous action documents.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states when the parties demonstrate intent, consent, attribution, and reproducible retention.
Is notarization required?
Generally not for internal corporate records, but third parties may request notarization or additional authentication; state-specific matters such as deed execution may require notary and witnesses.
What if a shareholder refuses to sign?
Unanimous action requires all required signatures. If any party with voting rights withholds consent, use a formal meeting or written consent process that complies with bylaws and state law.
How should I store the signed record?
Keep an original wet-signed copy or a timestamped, tamper-evident PDF in the corporate minute book, and retain the audit trail showing signer identity and timestamps.
Does unanimous action substitute for board minutes?
It can serve the same legal purpose for the specific action approved, but maintain minutes for broader governance matters and recurring records as required by bylaws.
When should I consult counsel?
Consult counsel for complex transactions, actions involving fiduciary issues, cross-jurisdictional corporate law questions, or when counterparty acceptance of electronic records is uncertain.

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