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.
Unanimous Consent, Shareholders In Place Of Annual Meeting
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
Review ListThis 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.
Frequently Asked Questions
What is unanimous consent of shareholders in place of an annual meeting?
Unanimous consent of shareholders in place of an annual meeting is a written action taken by all shareholders of a corporation to make decisions that would normally be made at the annual meeting. It allows the corporation to act without holding a formal meeting. The document is signed by all shareholders and is dated.
Who must sign a unanimous written consent for shareholders?
All shareholders of the corporation must sign the unanimous written consent. The document states that the undersigned are all the shareholders of the corporation. This ensures that every shareholder agrees to the actions taken.
What actions can be taken by unanimous consent of shareholders?
The unanimous written consent can be used to take any action that would be taken at the annual meeting of shareholders. The document includes a blank space where the specific actions can be listed. It can also be appended as an exhibit.
How do you appoint directors by unanimous consent?
To appoint directors by unanimous consent, the shareholders include a resolution in the written consent. The resolution states that the named persons are appointed as directors. They hold office until the next annual meeting of shareholders and until their successors are duly appointed and qualified, unless sooner removed as provided by law.
What is the purpose of unanimous consent in place of an annual meeting?
The purpose is to allow shareholders to take official corporate actions without holding a physical annual meeting. It streamlines decision-making when all shareholders are in agreement. This can be useful for closely held corporations or when meeting logistics are difficult.
Is a unanimous written consent legally binding?
Yes, when properly executed and signed by all shareholders, a unanimous written consent is legally binding. It has the same effect as if the actions were taken at a duly called and held annual meeting. The document should be kept with the corporation's records.
What information is needed for a unanimous consent of shareholders?
The document requires the name of the corporation, the state of incorporation, the date, and the actions to be taken. It also requires the signatures of all shareholders. The specific resolutions, such as appointing directors, should be included.
Can unanimous consent be used instead of holding an annual meeting?
Yes, unanimous consent can be used instead of holding an annual meeting. The document is titled 'in place of the annual meeting of the Shareholders.' It allows the corporation to fulfill annual meeting requirements without actually holding a meeting.
What happens after the unanimous consent is signed?
After the unanimous consent is signed by all shareholders, the actions taken are effective. The document should be filed with the corporation's records. The directors appointed will hold office until the next annual meeting and until their successors are appointed and qualified.
How long do directors appointed by unanimous consent serve?
Directors appointed by unanimous consent serve until the next annual meeting of the shareholders. They hold office until their successors are duly appointed and qualified. They may be removed sooner as provided by law.
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