Is a meeting always required?

No. Most state corporation codes permit board action by written consent if the required number of directors sign. Confirm the corporation’s bylaws and the state statute to ensure the consent satisfies quorum and approval thresholds.

Can directors sign electronically?

Yes. Electronic signatures satisfy ESIGN (15 U.S.C. ch. 96) and UETA in most jurisdictions when intent and attribution are clear; keep an auditable record demonstrating consent and retention capability.

Do consents require notarization or witnesses?

Generally no. Written consents do not typically require notarization or witnesses unless corporate documents or specific state rules mandate additional formalities; consult bylaws or corporate counsel for exceptions.

What if one director objects after signing?

Signatures are binding at the time of execution if the consent met statutory thresholds. An individual director’s later objection does not undo a properly adopted action; remediation may require board action or legal review.

How should I store executed consents?

Retain executed consents in the corporate minute book, either physically or as a tamper-evident electronic record with audit trail. Follow retention rules such as IRS and industry-specific requirements.

What makes an e-signed consent defensible?

A defensible electronic consent includes clear resolution text, signer attribution, secure authentication, preserved audit trail (timestamps, IP), and a retained reproducible record consistent with ESIGN and relevant state law.

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Written Consent of the Board of Directors

Written Consent of the Board of Directors

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

What the Written Consent of the Board of Directors Is

A Written Consent of the Board of Directors is a corporate record documenting one or more board actions taken in writing without holding a formal meeting. It records the specific resolutions approved, identifies the corporate entity, states the effective date, and shows the signatures or electronic approvals of directors required by the corporation’s bylaws or applicable state statute. Written consent is commonly used for routine corporate matters, single-issue approvals, or when directors must act quickly without convening. Properly executed written consents create binding board action equivalent to actions taken at a duly noticed meeting.

When and Why a Written Consent Helps a Corporation

Written consents allow directors to authorize actions quickly and create a clear, contemporaneous corporate record without scheduling a meeting. They reduce administrative delay for routine approvals and preserve corporate formalities when actions would otherwise be ratified at a later meeting.

Who Typically Prepares and Signs Written Consents

Corporate secretaries, general counsel, and company officers usually prepare written consents for board approval.

Board secretary or corporate secretary prepares minutes-style language and retains the signed record as part of company books.
General counsel drafts or reviews to ensure bylaws, charter, and state law requirements are satisfied.
Directors and authorized officers sign or electronically approve the consent to evidence board action.

The completed document is kept with corporate records and may be delivered to stakeholders, counsel, or regulators as needed.

Step-by-Step: Completing a Written Consent

Follow these sequential steps to prepare, approve, and store a valid written consent of the board.

01

Draft Resolution: Write a clear, specific resolution statement for board approval.
02

Confirm Authorization: Check bylaws and charter for signature thresholds and notice rules.
03

Collect Signatures: Obtain signatures or verified e-signatures from required directors.
04

Record and Retain: Secretary certifies and files the consent in corporate records.

How to Configure an Online Approval Workflow

Set up a straightforward electronic workflow so directors can review and sign securely from any device.

Field	Configuration
Document Template	Create a reusable template with pre-filled corporate details.
Signer Order	Set signer sequence or allow parallel signing for directors.
Authentication	Use email, SMS code, or stronger methods for signer validation.
Audit Trail	Enable full timestamps, IP logs, and completion certificates.

Typical Routing: From Draft to Corporate Record

A clear routing path reduces delays and preserves the corporate record for compliance and audits.

Drafting: Officer or counsel prepares the consent document.
Review: Board counsel or committee reviews and suggests edits.
Signatures: Directors sign electronically or on paper.
Filing: Secretary certifies and stores the executed consent.

Digital Signing and Delivery Requirements

Choose an e-signature platform that supports audit trails, secure authentication, and exportable records for retention.

Authentication: Email, SMS, or stronger verification
Audit Trail: IP, timestamp, and action log
Export Formats: PDF/A and downloadable certificate

Ensure the chosen service complies with ESIGN and UETA, supports record retention, and can produce a tamper-evident final document suitable for corporate minutes.

Timelines and Typical Processing Expectations

Timeframes depend on director availability and whether signatures are gathered electronically or in person.

Drafting Time:

A few hours to one business day for simple resolutions.

Review Period:

Same-day to several days, depending on counsel availability.

Signature Collection:

Hours with e-signature; days to weeks for paper routing.

Recording:

Immediate upon secretary certification and filing in books.

Notice to Parties:

Provide copies to shareholders or officers as required by bylaws.

Common Pitfalls to Avoid

Failing to check bylaws or charter for required director quorum or signature thresholds before circulating consent.
Using ambiguous resolution language that leaves authority or monetary limits unclear and invites later challenge.
Collecting only initials or partial signatures when full signatures or designated e-signature methods are required.
Not preserving the audit trail or original executed copy, impairing proof of valid board approval.

Consequences of Improperly Executed Consent

Invalid Action: Board action may be void.

Fiduciary Exposure: Directors may face liability risks.

Contract Challenge: Third parties can dispute approvals.

Regulatory Risk: Noncompliance may trigger review.

Recordkeeping Gap: Loss of corporate minute continuity.

Remediation Cost: Time and legal expense.

Information Elements That Must Be Accurate

Entity Name: Exact legal name

Date: MM/DD/YYYY

Resolution Text: Precise action

Director Names: Full legal names

Signatures: Typed or electronic signature

Secretary Cert: Signed certification

Real-World Examples of Written Consents in Use

These brief examples show practical uses and the outcomes organizations expect when consents are executed and recorded correctly.

Optica Ventures

Brian Fitzgibbons’ team used written consents to approve routine vendor agreements quickly

The board signed electronically within 24 hours
The consent was filed in the corporate minute book and reduced contract start delays while preserving auditability and counsel review.

Martin Properties

The founder relied on written consent to approve lease amendments while directors were remote

Signatures collected via e-signature
The completed consent provided enforceable authorization and allowed the property team to proceed without convening a meeting.

Representative Roles and Responsibilities

Board Secretary

The board or corporate secretary prepares the final document, certifies the signatures, incorporates the consent into the corporate minute book, and ensures the record is retained according to policy and applicable law.

General Counsel

General counsel reviews resolution language for legal sufficiency, confirms compliance with bylaws and statutes, advises on voting thresholds, and provides guidance on whether a meeting or unanimous written consent is required.

Comparing eSignature Options for Executing Board Consents

A concise vendor comparison showing starting prices and core features relevant to secure board approvals; signNow is listed first per platform data.

	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	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Written Consents

Answers to common procedural, legal, and technical questions about preparing and executing written board consents.

Need help? Contact support

Is a meeting always required?
No. Most state corporation codes permit board action by written consent if the required number of directors sign. Confirm the corporation’s bylaws and the state statute to ensure the consent satisfies quorum and approval thresholds.
Can directors sign electronically?
Yes. Electronic signatures satisfy ESIGN (15 U.S.C. ch. 96) and UETA in most jurisdictions when intent and attribution are clear; keep an auditable record demonstrating consent and retention capability.
Do consents require notarization or witnesses?
Generally no. Written consents do not typically require notarization or witnesses unless corporate documents or specific state rules mandate additional formalities; consult bylaws or corporate counsel for exceptions.
What if one director objects after signing?
Signatures are binding at the time of execution if the consent met statutory thresholds. An individual director’s later objection does not undo a properly adopted action; remediation may require board action or legal review.
How should I store executed consents?
Retain executed consents in the corporate minute book, either physically or as a tamper-evident electronic record with audit trail. Follow retention rules such as IRS and industry-specific requirements.
What makes an e-signed consent defensible?
A defensible electronic consent includes clear resolution text, signer attribution, secure authentication, preserved audit trail (timestamps, IP), and a retained reproducible record consistent with ESIGN and relevant state law.

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