Unanimous Consent, Directors Annual Meeting

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.

 

1. Ensure that the paper is signed by all of the corporation’s directors.

 

2. 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 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 List

This 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.

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