Can a consent be signed electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA where adopted; confirm internal bylaws and any third-party requirements to ensure acceptance.

How many signatures are required?

All directors, managers, or members whose approval is required by the governing documents must sign. The unanimity requirement means every required voter must sign to meet the consent standard.

What if one required signer refuses?

If a required signer does not sign, the action is not a unanimous written consent and the organization should follow meeting or other voting procedures outlined in bylaws or state law.

Is notarization ever required?

Notarization is not universally required for corporate consents but may be requested by banks or third parties; some states or document types require notarization—verify local requirements.

How do you revoke a consent?

Revocation depends on bylaws and whether the action is binding; generally rescind via a subsequent unanimous consent or board meeting, and record the revocation in the minute book.

How should signed consents be stored?

Store executed consents with minutes in a secure system that preserves the audit trail and allows reproduction; ensure retention meets IRS, HIPAA, or SEC standards where applicable.

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Unanimous Written Consent

Unanimous Written Consent

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What the Unanimous Written Consent Is and when it applies

A Unanimous Written Consent is a corporate or LLC record documenting the unanimous agreement of directors, managers, or members to take specified corporate actions without holding a formal meeting. It sets out the action approved, the effective date, and the signatures of all required decision-makers, and is retained with corporate minutes. Common uses include approving mergers, officer appointments, bank authority changes, and single-action resolutions. When signed by every required party it replaces meeting minutes and creates a written, timestamped record that courts and regulators can review for proof of corporate authorization.

Why organizations use a Unanimous Written Consent

Unanimous Written Consents speed approvals, reduce travel and scheduling burdens, and create a clear contemporaneous record of board or member action. They also limit procedural risk by documenting unanimous approval in writing and can be executed electronically where state law and internal bylaws permit.

Who typically prepares and signs this document

A Unanimous Written Consent is prepared by corporate or LLC officers, in-house counsel, or outside counsel and delivered to all required signers for execution.

Board members and directors — authorize corporate actions and record votes.
Company officers and managers — prepare, circulate, and archive the consent.
Corporate secretaries and counsel — verify authority, maintain minutes, and certify copies.

Typical signer profiles and responsibilities

Board Chair

The Board Chair or presiding director reviews and often signs or certifies the consent; they confirm quorum is not required because every director consents in writing.

Corporate Secretary

The Corporate Secretary prepares the final consent for the corporate record, files it with minute books, and issues certified copies when third parties request evidence of corporate action.

Core parts to include in a professional consent

A clear, well-structured consent reduces disputes. Include resolution text, signatory blocks, effective date, and a certification statement that all required parties approve unanimously.

Caption

Identify the entity by full legal name, jurisdiction of formation, and entity type so the consent clearly ties to corporate records and public filings.

Recitals

Brief statements of background facts and authority that explain why the consent is being executed and reference applicable bylaws or operating agreement provisions authorizing written consents.

Resolution Text

A precise statement of the action being taken (e.g., approve merger, appoint officer), including any limits, dollar amounts, or delegated authority to implement the resolution.

Effective Date

A clear effective date or event triggers when rights and obligations begin; tie the effective date to either signatory execution or a specified calendar date.

Signature Blocks

Provide printed name, title, signature line, and date for each required signer. Indicate whether electronic signatures are permitted under bylaws and state law.

Certification

A certificate signed by the secretary or authorized officer confirming unanimous approval and confirming the consent is part of the minute book.

Step-by-step: preparing and executing the consent

Follow a short sequence to prepare, approve, and retain a valid unanimous written consent.

01

Draft Resolution: Draft precise language reflecting corporate authority and required decisions.
02

Verify Authority: Confirm bylaws/operating agreement permit written unanimous consents.
03

Circulate to Signers: Send for signature with clear instructions and deadline.
04

File with Minutes: Secretary files executed consent in the corporate minute book.

Configuring an online workflow for electronic execution

Set up fields, signer identity, and retention options before sending to ensure legal validity and auditability.

Field	Configuration
Authentication Method	Email link, SMS code, or KBA as required by internal policy
Signature Fields	Designate signature, printed name, title, and date fields
Notary / RON Field	Add a notary block if state law or third party requires notarization
Retention Settings	Save final PDF/A, enable audit trail, and archive for specified retention period

Technical and platform requirements for eSigning

Electronic execution requires a modern browser, stable internet, and a platform that captures an audit trail.

File Formats: PDF and DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Security: TLS in transit; AES-256 at rest

Typical routing: from draft to final record

A concise routing sequence clarifies responsibilities and reduces processing delays for unanimous consents.

Prepare Document: Draft resolution and populate required fields.
Place Fields: Add signature, name, title, and date fields for each signer.
Invite Signers: Send signed copies with identity verification as configured.
Archive: Store signed PDF and audit trail with corporate minutes.

Timelines and common internal deadlines

While a unanimous written consent has no universal filing deadline, use internal timelines to ensure timely approval and recordkeeping.

Preparation Window:

Draft and circulate within 3–7 business days before intended effective date

Signature Period:

Allow at least 3–10 business days for all signers to return executed consent

Notarization Timing:

Obtain notarization promptly if required by third parties or state law

Record Filing:

File executed consent in the minute book immediately after final signature

Document Access:

Provide certified copies to banks or third parties within 5 business days

Common mistakes to avoid when preparing the consent

Failing to confirm bylaws or operating agreement language allowing written consents can render the action procedurally defective.
Using inconsistent entity names, misspelled signer names, or absent titles may delay third-party acceptance or cause disputes.
Allowing partial signatures or unsigned pages — every required director or member must sign for unanimity to be effective.
Missing or unclear effective dates can create ambiguity about when authority or obligations begin.

Risks and legal consequences of defective consents

Invalid Action: Court may void corporate action

Fiduciary Liability: Directors may face breach claims

Contract Risks: Third parties may refuse enforcement

Tax Exposure: Incorrect authority can harm tax positions

Regulatory Scrutiny: Filing errors invite regulator review

Recordkeeping Penalties: Failure to retain records may trigger fines

Real-world examples of unanimous consents in practice

These compact case notes show typical uses and outcomes when consents are prepared and executed correctly.

Tech Data — Board Efficiency

Tech Data needed faster internal approvals to accelerate deals.

Board adopted unanimous consents for routine approvals.
The company reported streamlined approvals and improved customer response times while preserving a clear audit trail and corporate record.

Martin Properties — Remote Execution

A real estate company required timely account signatory changes.

The managers executed a written unanimous consent remotely.
Using an electronic workflow, they updated bank authority without an in-person meeting and retained certified copies for closing files.

Pricing and feature comparison for eSignature options

Below is a concise vendor comparison for common eSignature features and starting price. signNow is shown first per platform labeling rules.

	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	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions about Unanimous Written Consents

Answering common legal and practical questions helps avoid procedural defects and ensures the consent is accepted by third parties.

Need help? Contact support

Can a consent be signed electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA where adopted; confirm internal bylaws and any third-party requirements to ensure acceptance.
How many signatures are required?
All directors, managers, or members whose approval is required by the governing documents must sign. The unanimity requirement means every required voter must sign to meet the consent standard.
What if one required signer refuses?
If a required signer does not sign, the action is not a unanimous written consent and the organization should follow meeting or other voting procedures outlined in bylaws or state law.
Is notarization ever required?
Notarization is not universally required for corporate consents but may be requested by banks or third parties; some states or document types require notarization—verify local requirements.
How do you revoke a consent?
Revocation depends on bylaws and whether the action is binding; generally rescind via a subsequent unanimous consent or board meeting, and record the revocation in the minute book.
How should signed consents be stored?
Store executed consents with minutes in a secure system that preserves the audit trail and allows reproduction; ensure retention meets IRS, HIPAA, or SEC standards where applicable.

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