Caption
Identify the company, state of incorporation, and indicate whether the document is a Board or Shareholder Unanimous Written Consent to avoid confusion with other corporate records.
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Unanimous Written Consent
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What an Unanimous Written Consent Is and When it’s Used
Why Use a Unanimous Written Consent
A Unanimous Written Consent speeds decision-making, creates a clear paper trail for corporate governance, and avoids scheduling delays associated with meetings, while preserving legal effectiveness when executed under applicable corporate law and bylaws.
Who Typically Prepares and Signs This Consent
Companies of all sizes and their legal or corporate secretarial teams prepare Unanimous Written Consents to record joint approvals when all decision-makers agree in writing.
- Boards of Directors: Executives and corporate secretaries use consents to document board-level approvals without convening a meeting.
- Shareholders: Small corporations and closely held companies use unanimous consents to approve shareholder actions that would otherwise require a meeting.
- General Counsel / Outside Counsel: Lawyers prepare and review consents to ensure compliance with bylaws and state corporate statutes.
Typical Signers and Preparers
Corporate Secretary
The corporate secretary or designated governance lead usually prepares the consent, verifies that wording aligns with bylaws, and records execution details in the minute book. They confirm that signers are authorized and that the action is permitted by state corporate law.
Board Members
All board members (or all shareholders, as required) must sign to achieve unanimity. Each signer should review the resolution language, sign and date the consent, and receive a final executed copy to maintain an audit trail for potential audits or litigation.
Essential Parts of a Professional Unanimous Written Consent
Recitals
Briefly describe the context and authority for the action, citing relevant bylaws or charter provisions that permit action by written consent.
Resolved Clauses
State each corporate decision as a clear, affirmative resolution (for example, appoint Jane Doe as CEO effective MM/DD/YYYY) and use numbered clauses for multi-item actions.
Unanimous Statement
Include an explicit statement that all required directors or shareholders consent in writing and waive any notice or meeting requirements under bylaws or state law.
Signature Blocks
Provide printed name, title, signature line, and date field for each consenting party; ensure name matches official corporate records or ID where required.
Recordkeeping Note
Add a statement directing the corporate secretary to file the consent in the minute book and retain the original in accordance with the company’s retention policy.
Step-by-Step: Completing and Recording a Unanimous Written Consent
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01Draft Resolution: Draft clear recitals and resolved clauses consistent with bylaws and the action authorized.
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02Confirm Authority: Verify that the signers are all required directors or shareholders and that bylaws permit action by consent.
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03Collect Signatures: Obtain dated signatures from every required party; consider secure eSignature with audit trail if permitted.
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04File Minute Book: Record the final executed consent with minutes and corporate records; note retention and distribution details.
How to Configure an Online Consent Workflow
| Field | Configuration |
|---|---|
| Signature Block | Require name, title, signature, and date fields for each signer |
| Authentication | Use email plus SMS or access code for signer identity verification |
| Routing | Set signer order or allow parallel signing if bylaws permit |
| Audit Trail | Enable full audit recording (IP, timestamp, device) for each action |
Digital Signing and eSubmission Considerations
Choose an eSignature platform that provides a tamper-evident audit trail, appropriate signer authentication, and records retention to meet legal and corporate needs.
- File Formats: PDF and DOCX supported
- Authentication Options: Email, SMS, or KBA
- Integrations: CRM and cloud-storage connectors
Where the Finished Consent Should Go
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Corporate Minute Book: File the signed original in the official minute book
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Chief Legal Officer: Provide a copy for legal and compliance records
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Accounting Department: Send copies if resolutions have tax or financial impact
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External Counsel: Deliver a copy when lawyer review or opinion is required
Risks if the Consent Is Flawed or Incomplete
Invalid Action:
Board or shareholder action may be voidable
Personal Liability:
Directors may face fiduciary exposure
Tax Consequences:
Missing documentation can trigger IRS scrutiny
Contract Challenges:
Third parties may dispute authority
Regulatory Penalties:
Industry regulators may impose fines
Loss of Benefits:
Corporate protections might be compromised
Common Preparation Errors to Avoid
- Using informal language or vague resolutions that fail to specify authority, amounts, or effective dates, which creates ambiguity for enforcement or future audits.
- Mismatched signer names or titles that don’t match corporate records, leading to questions about authority and possible rejection by banks or counterparties.
- Failing to confirm that bylaws permit written consent for the specific action, which can render the consent ineffective under state corporate law.
- Not preserving a verifiable audit trail—missing dates, unsigned pages, or lack of notarization where required can expose the company to legal risk.
Supporting Documents and Export Options
Exhibits
Attach schedules, share allocation tables, or approval forms as labeled exhibits to the consent to ensure resolution context and evidentiary completeness.
Signed PDF
Export a tamper-evident PDF/A with embedded audit trail and signing certificate for long-term archival in the minute book.
DOCX Export
Keep an editable DOCX copy for future amendment drafts, but store the signed PDF as the authoritative record.
Cloud Archive
Store copies in secure cloud repositories with access controls and versioning for retrieval and regulatory review.
Timing Considerations and Typical Deadlines
Execution Date:
Signers should date consent consistently; effective date governs when the action takes effect
Record Filing:
File the signed consent in the minute book immediately after final signature
Notice to Parties:
Provide copies to officers and relevant departments within 5 business days
Tax Reporting:
If the action triggers reporting, coordinate with accounting for applicable IRS deadlines
Notarization Timeline:
If notarization is required, obtain acknowledgements at signing or within a short, documented timeframe
How This Document Differs from Minutes or Board Resolutions
| Criteria | Unanimous Written Consent | Minutes / Resolution |
|---|---|---|
| Formality | high (written signatures) | high (formal meeting record) |
| Meeting Required | ||
| Record Location | minute book | minute book |
| Use Case | when all agree in writing | when deliberation or voting occurred |
eSignature Platform Pricing and Feature Snapshot
| 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 | Yes, 7-day free trial | 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 |
| HIPAA Compliant | Yes | Yes | Yes | No | No |
Real-World Examples of Using Unanimous Written Consents
Optica Ventures (COO)
Optica used a written consent to appoint an interim CFO quickly, avoiding scheduling delays.
- The consent was signed by all directors in two days.
- The company filed the executed consent in the minute book and provided copies to finance and external auditors to support the change.
Martin Properties (Founder)
A real estate firm used unanimous consent to approve a property sale and related distribution policy.
- All shareholders signed while remote.
- The executed consent, signed PDFs, and exhibit schedules were retained in the corporate records to document authority for closing and tax reporting.
FAQs and Troubleshooting for Unanimous Written Consents
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Can an Unanimous Written Consent be e-signed?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, electronic signatures are legally effective if they meet intent, consent, attribution, and retention requirements. Ensure your platform captures an audit trail and any consumer disclosure if required.
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Do state laws affect validity?
Yes. UETA has been adopted in most states; New York follows its ESRA. State corporate statutes and bylaws govern whether written consent is permitted and any formalities required; consult state corporate code for specifics.
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Is notarization required?
Not generally for internal corporate consents, but certain transactions (real-estate-related approvals, transfers) may require notarization or witnesses under state law. Confirm requirements before execution.
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How do I amend a consent after execution?
Execute a new unanimous written consent that rescinds or amends prior action with clear language and signatures from all required parties. Record both documents in the minute book for auditability.
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Who must sign for the consent to be effective?
All directors or shareholders required by the corporate bylaws or statute must sign. Partial signatures do not create unanimity; verify quorum and authority rules in the bylaws.
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How should I store the executed consent?
Keep the original signed consent in the corporate minute book, store a tamper-evident signed PDF with audit metadata, and retain copies per your retention policy and any applicable statutes.
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