This review list is given to assist you in completing the Statement of Unanimous Written Consent to Action Taken in Place of the Corporation’s Annual Meeting of Shareholders. This document is meant to record shareholder action taken in lieu of conducting a formal meeting.
- Ensure that the paper is signed by all of the corporation’s shareholders.
- 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 no little problem in today’s litigious environment.
- Consult an attorney if you have any questions concerning the form of this document or if it is required to be completed and filed in your Corporate Minute Book.
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Unanimous Consent, Shareholders, in place of Annual Meeting
Statement of the unanimous written consent to action in place of the annual meeting of the Shareholders of ____________________ (Corporation). Dated: ______________.
The undersigned, being all the shareholders of _______________________ (Name of Corporation), a _________________________ (State incorporated in) corporation (“Corporation”), in place of the annual meeting of the shareholders, 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 shareholders 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 Shareholder Must Sign
Unanimous Consent, Shareholders in place of Annual Meeting
This review list is provided to help you complete the Statement of Unanimous Written Consent to Action Taken in place of the Annual Meeting of the Shareholders of a corporation. This document is intended to memorialize action taken by the shareholders in lieu of actually holding a formal meeting.
1. Make sure that the document is signed by all of the shareholders 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.
3. If you have any question about the form of this document, or the need for completing the form and putting it in your Corporate Minute Book, consult an attorney.