This review list is given to assist you in completing the Statement of Unanimous Written Consent to Action Taken in Lieu of a Corporation’s Annual Meeting of Directors. This document is meant to serve as a record of the directors’ actions in lieu of conducting a formal meeting.
- Ensure that the paper is signed by all of the corporation’s directors.
- File the Statement of Unanimous Written Consent alongside your corporation’s other
critical corporate documents, such as the corporate minute book. Additionally, maintain a duplicate of this document with your backup copies of company papers in your office or home file.
Keep in mind that maintaining effective corporate records, or formalities, in a timely way will benefit you in the majority of corporate disputes, particularly those involving governance and the personal liability of any Directors or Officers. This is not a trivial concern in today’s litigious environment.
Unanimous Consent, Directors Annual Meeting
Unanimous Consent, Directors in place of Annual Meeting
Statement of the unanimous and written consent to action in place of the annual meeting of the Directors of ___________________ (Corporation). Dated: ______________.
The undersigned, being all the directors of ____________________ (Name of Corporation), a _________________________ (State incorporated in) corporation (“Corporation”), in place of the annual meeting of the directors, do hereby take the following actions in the name of and on behalf of the Corporation:
____________________________________________________________________________________________________________________________________________
______________________________________________________________________
(or, it can be appended as an Exhibit).RESOLVED, that the following persons be, and they hereby are, appointed as directors of the Corporation, to hold office (unless sooner removed as provided by law) until the next annual meeting of the directors and until their successors are duly appointed and qualified: ______________________________________________________________
______________________________________________________________________RESOLVED, that all the acts, actions and things done for, in the name of, and on behalf of the Corporation by its officers and directors since the last annual meeting of the corporation be, and they hereby are, in all respects, approved, ratified and confirmed.
In witness whereof, the undersigned have executed this Consent as of ____________ (Date).
________________ ____________________ ____________________
Each Director
Signs
Unanimous Consent, Directors in place of annual meeting
Review ListThis review list is provided to help you complete the Statement of Unanimous Written Consent to Action Taken in Lieu of the Annual Meeting of the Directors of a corporation. This document is intended to memorialize action taken by the directors in place of actually holding a formal meeting.
I. Make sure that the document is signed by all of the directors of the corporation.2. Keep the Statement of Unanimous Written Consent with all the important corporate papers for your corporation, such as in the corporate minute book. Also, keep a copy of this document with the backup copies of your corporate documents in your file kept at your office or home.
3. Remember that keeping good corporate records, or formalities, in a timely manner will serve you well in most corporate disputes, especially any regarding governance and the personal liabilities of any Directors or Officers. In this litigious world, this is no small matter.
Frequently Asked Questions
What is a unanimous consent of directors in place of an annual meeting?
A unanimous consent of directors in place of an annual meeting is a written document that allows all directors of a corporation to take official actions without holding a formal annual meeting. It is signed by every director and serves as an alternative to convening in person. This method is often used to streamline corporate governance and reduce administrative burdens.
Why would a corporation use unanimous consent instead of holding an annual directors' meeting?
A corporation may use unanimous consent to avoid the time and expense associated with organizing a formal annual meeting. It allows directors to make decisions quickly and efficiently, especially when all directors are in agreement. This procedure is particularly useful for routine matters such as appointing directors or approving resolutions.
Who must sign a unanimous consent of directors?
All directors of the corporation must sign the unanimous consent. The document explicitly states that the undersigned are all the directors of the corporation. Without the signature of every director, the consent would not be valid as a unanimous action.
What information is required in a unanimous consent of directors?
The document must include the corporation's name, the state of incorporation, the date, and the actions being taken. It should also list the resolutions adopted, such as the appointment of directors. The consent may either include the actions directly or reference an appended exhibit.
Can a unanimous consent be used to appoint directors?
Yes, a unanimous consent can be used to appoint directors. The provided template includes a resolution appointing directors to hold office until the next annual meeting and until their successors are duly appointed and qualified. This allows the corporation to fill board positions without a formal meeting.
What is the legal effect of a unanimous consent of directors?
A unanimous consent of directors has the same legal effect as if the actions were taken at a duly convened annual meeting. It is a valid corporate action that binds the corporation and its directors. This ensures that decisions made via consent are enforceable and recognized under corporate law.
How should a unanimous consent of directors be dated?
The document should be dated with the date on which the consent is signed by all directors. This date indicates when the actions were officially taken. It is important to ensure the date is accurate for corporate records.
What resolutions are typically included in a unanimous consent for directors?
Common resolutions include the appointment of directors and any other actions that would normally be taken at an annual meeting. The template shows a resolution to appoint directors to hold office until the next annual meeting. Other resolutions can be added as needed, either directly in the document or as an exhibit.
Is a unanimous consent of directors valid in all states?
The validity of a unanimous consent of directors depends on the corporation's state of incorporation and its laws. Most states permit written consent in lieu of a meeting if all directors sign. However, it is advisable to consult the specific state's corporate statutes to ensure compliance.
What happens if not all directors sign the unanimous consent?
If not all directors sign, the consent is not unanimous and may not be valid as a substitute for a meeting. In such cases, a formal meeting may be required to take the proposed actions. It is essential to obtain signatures from every director to ensure the consent's effectiveness.
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