Can a written consent be signed electronically?

Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and reliable record retention are satisfied.

Who must sign a written consent?

Only the individuals whose approval is required by the entity’s governing documents should sign. Specify capacity (director, member, officer) to confirm authority.

Are witnesses or notarization required?

It depends on state law and the document type. Some jurisdictions or specific actions may require notarization or witnesses; check state statutes before execution.

How do I revoke or amend a written consent?

Revoke or amend only as allowed by the governing documents. Typically, a subsequent written consent or meeting resolution is needed to modify or rescind prior action.

How should signed consents be stored?

Keep the signed document with corporate records and minutes. Maintain tamper-evident copies and backups consistent with retention policies and applicable regulations.

When should I get legal review?

Seek counsel for unusual actions, conflicts of interest, substantial transactions, or where statutory compliance is unclear to reduce litigation and regulatory risk.

Electronic Signature
Templates
Legal
Written Consent Action Form

Written Consent Action Form

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

WRITTEN CONSENT ACTION FORM

The undersigned, being all of the directors and/or holders of voting interests required by the governing documents to take action without a meeting, hereby adopt the following written consent action pursuant to applicable law and the governing documents of the entity.

Entity Name: Form of Entity: Corporation LLC Other

State or Jurisdiction of Formation: Date of Formation:

RECITALS

WHEREAS, the board of directors and/or the holders of voting interests of the entity may take action without convening a meeting by the written consent of the persons entitled to vote thereon in accordance with the governing documents and applicable law; and

WHEREAS, the undersigned represent that they constitute the requisite voting power to approve the actions described in this written consent; and

WHEREAS, the undersigned desire to adopt and authorize the resolutions set forth below by written consent in lieu of a meeting.

NOW, THEREFORE, the undersigned hereby adopt the following resolutions and take the actions set forth below.

RESOLUTIONS

1. Action Authorized. The actions described in the resolution text below are hereby authorized, adopted and approved. The specific actions to be taken, including any agreements, instruments, payments, or corporate acts, are set forth in the following statement:

2. Authority to Effectuate. The officers of the entity are authorized and directed, in the name and on behalf of the entity, to execute, deliver and perform such documents and to take such further actions as they deem necessary or desirable to carry out and effectuate the foregoing resolutions. All actions previously taken by such officers consistent with the foregoing are ratified, confirmed and approved in all respects.

3. Effective Date. This written consent shall be effective as of the date indicated below and, unless otherwise specified in the resolution_text, shall be deemed to have been approved on the Effective Date indicated: Effective Date:

4. Consent and Vote. The undersigned represent and warrant that they are the legal holders of the voting interests indicated opposite their respective names, that they have full power and authority to execute this consent, and that the signatures set forth below constitute the written consent required by the governing documents and applicable law. Indicate whether this consent is:
Unanimous Written Consent Majority Written Consent (specify required percentage)

RECORD OF CONSENTING PARTIES

The following persons constitute the record of those providing written consent to the actions above. For each consenting person, provide name, capacity, number of shares or units (if applicable), and signature below where required.

RATIFICATION AND FURTHER ASSURANCES

All acts and proceedings of the officers and agents of the entity in connection with the matters contemplated by these resolutions which were taken prior to the date hereof are hereby ratified, confirmed and approved in all respects. The officers are authorized and instructed to take any further actions necessary to effectuate the intent of these resolutions.

NOTICES

All notices, demands and communications to the entity in respect of this written consent shall be delivered to the addresses set forth below. Notice to be effective must be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

Entity Notice Address Consenting Party Notice Address

MISCELLANEOUS

Governing Law. This Written Consent shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Entire Agreement. This Written Consent constitutes the entire agreement and written consent of the undersigned with respect to the subject matter hereof and supersedes all prior oral and written agreements and consents.

Severability. If any provision of this Written Consent is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Amendments; Waiver. Any amendment or waiver of any provision of this Written Consent must be in writing and signed by the party or parties against whom enforcement is sought.

Counterparts. This Written Consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed originals for all purposes.

CERTIFICATION

The undersigned hereby certify that the foregoing resolutions were adopted by written consent of the required parties in accordance with the governing documents and applicable law and that the consent has not been revoked.

Secretary or Authorized Officer Printed Name:

Title: Date Signed:

Entity:

By:

Date:

Consenting Party:

By:

Date:

What the Written Consent Action Form Is

A Written Consent Action Form records an official decision or approval by one or more authorized parties without convening a formal meeting. Common in corporate and organizational settings, it documents actions such as board approvals, officer appointments, contract ratifications, or policy adoptions. The form identifies the action taken, the effective date, the consenting parties, and any conditions or attachments. When properly completed and retained, a written consent creates the same legal effect as an in-person vote subject to the organization’s governing documents and applicable state corporate law.

Why a Written Consent Action Form Matters

A written consent streamlines decision-making by documenting approvals quickly and clearly, avoiding scheduling delays and preserving a verifiable record of corporate action under state law and organizational bylaws.

Who Typically Completes This Form

Organizations and authorized representatives complete written consents to record decisions outside of formal meetings.

Corporate boards and directors who need to document board-level approvals without convening a meeting.
Company officers or authorized managers executing routine business actions consistent with governing documents.
Shareholders or members when governance documents allow written consent in lieu of a meeting.

Use the form when bylaws, operating agreements, or statute permit action by written consent instead of an assembled vote.

Core Elements of a Professional Written Consent

A clear, complete form prevents disputes. Include identifying information, the exact resolution text, signer identification, effective date, execution blocks, and references to governing authority.

Title

A descriptive title naming the entity, the type of action, and that the document is a written consent; use precise language to avoid ambiguity.

Resolution Text

The full, unambiguous text of the action being approved, including any conditions, authority cited, and specific powers granted or duties assigned.

Authority Reference

Specify the governing instrument or statute authorizing written consent (bylaws, operating agreement, or state corporation/LLC law).

Signer Identification

Full legal names, titles, and capacity of each consenting party, with whether they sign as director, officer, member, or authorized agent.

Execution Blocks

Separate signature blocks for each signer including printed name, title, signature, and date; specify whether electronic signatures are permitted.

Attachments & Exhibits

Reference or attach supporting documents (agreements, financials, schedules) and list them in an exhibit table for clarity and inclusion.

Required Information and Data Points

Entity Name: Exact legal entity name

Action Summary: Concise description of action

Authority Cited: Bylaw or statute citation

Signer Role: Title or capacity

Effective Date: MM/DD/YYYY format

Attachments: List of exhibits included

Step-by-Step: Completing the Written Consent

Follow a clear sequence to avoid defects: prepare the resolution, verify authority, collect signatures, and retain records according to company policy and law.

01

Draft resolution: Write exact action text to be adopted.
02

Confirm authority: Check bylaws/operating agreement for consent rules.
03

Collect signatures: Obtain signatures from all required parties.
04

Record retention: Store signed consent with corporate minutes.

Customizing and Completing the Form Online

Configure an electronic workflow that matches signer order and authentication needs before sending for signature.

Field	Configuration
Signature Order	Sequential or parallel routing
Authentication	Email link, SMS code, or KBA
Attachments	Require upload or embed PDFs
Completion Notice	Auto-send signed copies to recipients

Where to Send or File the Completed Consent

Determine distribution and filing steps before execution so copies are routed to legal, corporate records, and required filing offices as needed.

Corporate Records: Store signed consent with minutes and annual records.
Board File: Provide certified copy to board secretary if required.
External Filing: File with state agency only if required by statute.
Distribute Copies: Send final PDF to all signers and counsel.

Digital Signing and Distribution Considerations

Ensure the chosen solution provides an audit trail, tamper-evident signed files, and storage that aligns with retention policies and any regulatory requirements.

Format Support: PDF and DOCX compatibility
Authentication Options: Email, SMS, KBA available
Integrations: Connects to cloud storage

Timelines, Deadlines, and Processing Expectations

Timing depends on governing documents and applicable law; set clear internal deadlines for signature collection and record filing to avoid challenges.

Execution Window:

Complete signatures within the period stated in bylaws or consent resolution

Effective Date:

Action takes effect on the date specified in the form

Record Filing:

File any required notices with state agencies promptly

Corporate Minutes:

Include consent in the minutes for the next corporate filing cycle

Retention Start:

Retention periods begin on the consent’s effective or execution date

Common Mistakes to Avoid

Using vague resolution language that leaves authority or scope unclear and invites dispute.
Failing to verify that the entity’s bylaws or operating agreement permit action by written consent.
Collecting signatures from individuals who lack the correct legal capacity or title for the action.
Neglecting to attach referenced exhibits or to store the signed consent with corporate records.

Risks and Consequences of Defective Consent

Invalid Action: Consent may be void

Fiduciary Liability: Directors/officers exposed

Contract Challenges: Third parties may dispute validity

Regulatory Filings: Late or missing filings incur fees

Recordkeeping Gaps: Loss of corporate audit trail

Litigation Risk: Potential shareholder litigation

eSignature Vendor Pricing Snapshot for Signing Written Consents

Compare basic pricing and key features; signNow is listed first for direct comparison. Verify vendor plans for enterprise features and compliance add-ons.

	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 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
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions about Written Consent

Answers to common questions about validity, signatures, revocation, notarization, storage, and electronic execution for written consents.

Need help? Contact support

Can a written consent be signed electronically?
Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and reliable record retention are satisfied.
Who must sign a written consent?
Only the individuals whose approval is required by the entity’s governing documents should sign. Specify capacity (director, member, officer) to confirm authority.
Are witnesses or notarization required?
It depends on state law and the document type. Some jurisdictions or specific actions may require notarization or witnesses; check state statutes before execution.
How do I revoke or amend a written consent?
Revoke or amend only as allowed by the governing documents. Typically, a subsequent written consent or meeting resolution is needed to modify or rescind prior action.
How should signed consents be stored?
Keep the signed document with corporate records and minutes. Maintain tamper-evident copies and backups consistent with retention policies and applicable regulations.
When should I get legal review?
Seek counsel for unusual actions, conflicts of interest, substantial transactions, or where statutory compliance is unclear to reduce litigation and regulatory risk.

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