Is written consent legally valid without a meeting?

Yes if permitted by the entity's bylaws or operating agreement and state corporate law. The ESIGN Act (15 U.S.C. §7001) and most state UETA statutes allow electronic records and signatures when parties consent to electronic transactions.

Do signers need to notarize the form?

Typically no for internal corporate actions. Notarization becomes necessary when the resolution is used with real estate conveyances or third-party filings that require a notary acknowledgement under state law.

Can the form be executed electronically?

Yes. Electronic signatures meet ESIGN and UETA standards if intent, consent, attribution, and retention requirements are satisfied. Consumer-facing disclosures may be required in certain contexts.

What if a signer signs after the effective date?

Late signatures may still indicate consent but can create ambiguity about the effective date. Record the actual signature date and, if necessary, use a confirmatory clause or amend the effective date in writing.

How should the signed consent be stored?

Store a tamper-evident copy in a secure corporate minute book or document management system. Ensure retention policies meet IRS, HIPAA, or industry-specific requirements where applicable.

Can written consent be revoked?

Revocation depends on the resolution language and governing law. Typically, a later unanimous written action or meeting-based vote is required to rescind a previously approved consent.

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Written Consent Resolution Form

Written Consent Resolution Form

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

WRITTEN CONSENT RESOLUTION

Company Name: Effective Date:

WHEREAS

WHEREAS, the undersigned constitute all of the members of the board of directors or holders of voting power entitled to take action by written consent of the Company identified above; and

WHEREAS, the undersigned desire to authorize and approve the actions and agreements described in this Written Consent Resolution without convening a meeting of the board or members; and

WHEREAS, the actions set forth below are advisable and in the best interests of the Company and are intended to be effective as of the Effective Date set forth above.

RESOLVED

RESOLVED, that the Company is hereby authorized to enter into and perform the material obligations described in the Scope of Work below, and that the officers of the Company are authorized to execute and deliver all documents and to take all actions necessary or appropriate to effectuate the foregoing.

SCOPE OF WORK

Description of Services

PAYMENT TERMS

Total Compensation Payment Schedule Late Payment Fee

Payments shall be made in United States dollars to the payee identified in this Resolution, and any dispute regarding an invoice must be raised in writing within days of receipt. Unpaid amounts not subject to a documented dispute shall accrue the Late Payment Fee set forth above.

TERM AND TERMINATION

Term Commencement: Term Expiration:

Either party may terminate this agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Termination for material breach is effective immediately upon written notice if the breach remains uncured for a period of thirty (30) days following written demand for cure.

CONFIDENTIALITY

Each party acknowledges that during the term it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this clause; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Resolution; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. A receiving party may disclose Confidential Information to the extent required by applicable law or a valid order of a court or governmental authority, provided that, to the extent lawful, the receiving party provides prompt written notice to the disclosing party prior to such disclosure and cooperates in any lawful effort to contest or limit the disclosure.

GOVERNING LAW

This Written Consent Resolution shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles.

ENTIRE AGREEMENT

This Written Consent Resolution, including the Scope of Work and payment terms set forth herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter. Any amendments must be in writing and signed by duly authorized representatives of both parties.

AUTHORIZATION AND CERTIFICATION

The undersigned hereby adopt and consent to the foregoing resolutions, authorize all actions necessary to carry out such resolutions, and certify under penalty of perjury that they are authorized to execute this Written Consent Resolution on behalf of the party they represent.

Party A (Company)

Printed Name:

By:

Date:

Party B (Counterparty)

Printed Name:

By:

Date:

What a Written Consent Resolution Form Is

A Written Consent Resolution Form documents a decision made by a corporation's board of directors, shareholders, or LLC members without holding a formal meeting. It records the action approved, the effective date, and the persons or entities authorizing the action. Used in lieu of minutes from a meeting, written consents must follow the company's bylaws or operating agreement and comply with applicable state corporate statutes to be effective and enforceable.

Why a Written Consent Resolution Form Matters

Written consent lets eligible decision-makers approve corporate actions quickly, creates a clear signed record, and avoids scheduling delays that accompany formal meetings. It supports compliance with internal governance rules and preserves evidentiary proof of corporate authority.

Who Typically Prepares and Signs Written Consents

Organizations rely on written consents when a timely decision is required or a quorum is impractical.

Board members and directors who must document approvals for corporate actions, such as mergers or officer appointments.
Shareholders or LLC members exercising voting rights consistent with bylaws or operating agreements.
Company officers or corporate secretaries who prepare the resolution and maintain corporate records.

Use written consent only when corporate bylaws and state law authorize action without a meeting; otherwise, call a formal meeting.

Representative Signers and Their Roles

Board Chair

Often leads the resolution language and certifies the board's approval. The chair typically confirms quorum, signs the resolution if authorized, and ensures the corporate record reflects the action.

Company Secretary

Prepares and files the written consent in the corporate minute book, verifies signatory authority, and records the effective date and any related exhibits or supporting documents.

Core Data Elements the Form Must Capture

Resolution Title: One-line descriptive title

Effective Date: MM/DD/YYYY format

Parties/Entities: Full legal entity names

Action Approved: Concise description of action

Signatures: Name, title, and date

Supporting Attachments: Exhibits or referenced documents

Consequences of an Incorrect or Incomplete Form

Invalid Approval: May render action unenforceable

Contract Voidance: Third parties may challenge authority

Fiduciary Breach: Directors could face liability

Tax Implications: Triggers unexpected tax consequences

Regulatory Risk: Noncompliance with agency rules

Recordkeeping Failures: Hinders audits or legal defense

Common Preparation Errors to Avoid

Failing to confirm that company bylaws or the operating agreement permit written consent in place of a meeting.
Using inconsistent or incomplete party names that do not match the corporate charter or official records.
Omitting the effective date or failing to record when signatures were actually executed.
Not attaching required exhibits or failing to reference documents that authorize the action, creating ambiguity.

Step-by-Step: Completing the Written Consent Resolution Form

Follow a concise sequence to prepare, approve, and archive a legally effective written consent.

01

Draft: Describe the action and reference governing documents.
02

Confirm Authority: Verify bylaws and state statute permit written consent.
03

Circulate to Signers: Send to entitled signatories with signature instructions.
04

Archive: Record signed consent in the corporate minute book.

How to Customize the Form for Online Use

Configure a reusable digital workflow to collect signatures, validate identity, and store the executed resolution securely.

Field	Configuration
Template	Save standard resolution language for reuse
Conditional Fields	Show or hide fields based on answers
Signer Authentication	Set email, SMS, or stronger verification
Notifications	Enable automatic reminders and receipts

Where to Send and How to File the Signed Resolution

Decide distribution and filing steps before circulation so each signer knows where to return the executed document.

Prepare Resolution: Draft with clear title and referenced exhibits
Circulate to Signers: Send via secure eSignature or email link
Collect Signatures: Use authentication and collect signed copies
Archive and Distribute: File in minute book and share certified copies

Digital Signing and eSubmission Considerations

Choose technology that ensures signer attribution, tamper-evident records, and auditable timestamps.

Formats: PDF, DOCX supported
Integrations: Connect with CRM and storage
Authentication Methods: Email, SMS, KBA, or stronger

Ensure the selected platform meets any industry compliance needs and retains a complete audit trail for corporate records.

Timelines, Deadlines, and Processing Expectations

Timelines depend on bylaws, third-party contract deadlines, and any regulatory filing windows related to the action being approved.

When to Use Written Consent:

When bylaws and state law permit action without meeting

Signature Deadline:

Set a clear return date to establish consent timing

Filing with Third Parties:

File within third-party deadlines if resolution supports a transactional filing

Record Retention Start:

Retention begins on the effective date

Access for Audits:

Allow prompt retrieval per audit requests

eSignature Vendor Comparison for Executing Written Consents

Compare common eSignature features and pricing tiers used to execute and manage Written Consent Resolution Forms.

	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	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Key Milestones in the Written Consent Lifecycle

Track each milestone to ensure the consent becomes effective and is preserved correctly.

01

Draft Completion

Resolution language finalized and exhibits attached

02

Authority Verification

Confirm bylaws permit written consent in lieu of meeting

03

Signature Collection

All entitled signatories execute by the deadline

04

Corporate Filing

Authorized copy filed in minute book and distributed

Frequently Asked Questions about Written Consent Resolution Forms

Answers to common questions about validity, signing, notarization, and recordkeeping for written consents.

Need help? Contact support

Is written consent legally valid without a meeting?
Yes if permitted by the entity's bylaws or operating agreement and state corporate law. The ESIGN Act (15 U.S.C. §7001) and most state UETA statutes allow electronic records and signatures when parties consent to electronic transactions.
Do signers need to notarize the form?
Typically no for internal corporate actions. Notarization becomes necessary when the resolution is used with real estate conveyances or third-party filings that require a notary acknowledgement under state law.
Can the form be executed electronically?
Yes. Electronic signatures meet ESIGN and UETA standards if intent, consent, attribution, and retention requirements are satisfied. Consumer-facing disclosures may be required in certain contexts.
What if a signer signs after the effective date?
Late signatures may still indicate consent but can create ambiguity about the effective date. Record the actual signature date and, if necessary, use a confirmatory clause or amend the effective date in writing.
How should the signed consent be stored?
Store a tamper-evident copy in a secure corporate minute book or document management system. Ensure retention policies meet IRS, HIPAA, or industry-specific requirements where applicable.
Can written consent be revoked?
Revocation depends on the resolution language and governing law. Typically, a later unanimous written action or meeting-based vote is required to rescind a previously approved consent.

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