How to Draft and Complete a Unanimous Written Consent Form

A unanimous written consent form lets a corporation’s directors or shareholders approve an action in writing instead of convening a meeting. To be valid, the form has to identify the entity, describe the action in specific resolutions, collect every signature the law and your bylaws require, and reach the company within 60 days of the first signature. Get any of those pieces wrong and the action can be challenged or voided.

Who Has to Sign

Who must sign depends on whether the consent is a board action or a shareholder action, and the two work differently.

For board actions, unanimity is almost always required. Under Delaware law, any action the board could take at a meeting can be taken without one, but only if every member of the board consents in writing or by electronic transmission.¹ The Model Business Corporation Act imposes the same rule: each director must sign a consent describing the action for it to count as a valid board act.² If one director is left out or refuses, the written consent has no effect and the board has to hold an actual meeting.

Shareholder rules are not uniform. Delaware does not require every shareholder to sign; the consents just need to come from holders of at least the minimum votes that would have been needed to approve the action at a meeting where all shares were represented.³ For a matter needing a simple majority, that means consents from holders of just over 50 percent of voting shares. Under the MBCA, the bar is higher: shareholder action without a meeting requires the consent of all shareholders entitled to vote on the matter.² Check your state’s business corporation statute, the certificate of incorporation, and the bylaws before you circulate anything.

When shareholder action is taken by less than all shareholders, Delaware requires prompt notice to every shareholder who did not sign.³ Skip that step and you create grounds for challenging the action itself.

What the Form Must Contain

A workable consent form carries several pieces of identifying information along with the resolutions themselves.

Entity name. The full legal name of the corporation or LLC exactly as it appears on the articles of incorporation or organization. A mismatch between the form and the entity’s official name can create problems with banks and state agencies.
Entity type and jurisdiction. Corporation, LLC, or nonprofit, and the state of formation.
Effective date. The date the approved action takes legal effect. This can be the date of the last signature, the date the form is delivered to the company, or a specific future date. Under Delaware law and the MBCA, a consent can specify a future effective time as long as it falls within 60 days of the consent being given.¹
Signer list. Every director or shareholder who must sign. Cross-reference against the stock ledger or board roster. A director appointed last month or a recent share transferee has to be on the list; missing a required signer can void the entire consent.
Signature blocks. A line for each signer’s signature, printed name, and date.

Writing the Resolutions

The resolution is the core of the form. Each one should open with “RESOLVED, that” followed by a complete, specific description of the action. Vague wording is the single biggest drafting mistake with these documents. A resolution authorizing a loan should name the lender, state the loan amount, specify the interest rate, and identify who may sign the loan documents on the company’s behalf. A resolution appointing an officer should include the person’s full legal name and the title being conferred.

When one consent covers multiple actions, use a separate “RESOLVED” paragraph for each. Each resolution should be self-contained, so that anyone later verifying what the board approved can point to a single unambiguous paragraph instead of piecing meaning together from the document as a whole.

Don’t copy templates word for word. A boilerplate banking resolution authorizing “any officer” to sign checks might work for a company with two officers and be dangerously broad for one with twelve. Match the scope of authority to what the company actually needs.

Boards commonly use written consent to appoint or remove officers, approve contracts and leases, authorize bank accounts, set officer compensation, adopt or amend bylaws, and approve the annual budget. Shareholders typically use it to elect directors, amend the articles of incorporation, approve mergers or significant asset sales, and authorize new stock issuances.

Signing: Ink, Electronic, and the 60-Day Clock

Pen-and-paper signatures work when everyone is in one place, but most consent forms are signed electronically. The federal Electronic Signatures in Global and National Commerce Act provides that a signature or contract cannot be denied legal effect solely because it is electronic.⁴ Forty-nine states have also adopted the Uniform Electronic Transactions Act.

Delaware’s corporate statute specifically contemplates electronic transmission for both director and shareholder consents.¹ “Electronic transmission” there covers any communication that doesn’t involve physical paper but creates a record the recipient can retain, retrieve, and reproduce on paper. Email with a scanned signature, a DocuSign workflow, or a text message can qualify, as long as the company can verify who sent it and when.

One wrinkle catches people off guard. Some states require that an electronically transmitted shareholder consent be reproduced on paper and delivered to the corporation before it becomes effective. If your state has that rule, collecting signatures through an e-signature platform isn’t enough on its own; someone has to print the signed document and deliver it to the corporate secretary or registered office.

The 60-Day Window

Consent forms don’t stay open indefinitely. Under both Delaware law and the MBCA, all required consents must be delivered to the corporation within 60 days of the date the first consent was delivered.³ If you’re chasing down a last signature from a director traveling abroad, the clock has been running since the first person signed. Any signer can also revoke a consent before it becomes effective, so a signer who changes their mind before the process is complete can pull their consent and derail the action.

After the Last Signature

Once the consent is effective, send a copy of the fully executed document to everyone who signed. File the original in the corporate minute book. Delaware law requires that director consents be filed with the minutes in the same format, paper or electronic, that the company uses for its other minutes.¹

There is no single federal rule dictating how long to keep consent forms, but the IRS advises businesses to retain records for as long as they are needed to support income or deductions reported on a tax return.⁵ For resolutions authorizing major transactions, asset purchases, or structural changes, that effectively means keeping them permanently. Most corporate attorneys recommend never discarding a board or shareholder consent.

When a Signer Refuses

Because board-level written consent requires every director, one holdout stops the process. The only option then is to call a formal meeting, establish a quorum, and vote. A director who disagrees has every right to withhold a signature; the unanimity rule exists precisely to protect minority voices when the safeguards of a formal meeting are absent.

In shareholder consents in states that allow less-than-unanimous action, a dissenting shareholder cannot block the action. Enough voting shares to meet the threshold still carry the resolution. The dissenter’s main protection is the notice requirement: the company must promptly inform nonsigning shareholders that the action has been taken.³

When a Separate Filing Is Also Required

The consent form itself is an internal document; you do not file it with a government agency. Certain resolutions, though, trigger a follow-up filing with the Secretary of State. Changing the company’s legal name requires a certificate of amendment, and the same applies to altering the authorized share structure, changing the registered agent, or converting the entity from one type to another. Amendment filing fees generally run from $15 to $70, varying by state.

Shareholder consent is also what makes an S-corporation election work. IRS Form 2553 requires the consent of every shareholder, not just those holding voting shares, and each shareholder must sign and date the form in column K or on a separate consent statement. If a shareholder is married and the stock is community property, both spouses sign. Joint tenants and tenants in common each sign individually. A minor’s consent is made by the minor, a legal representative, or a parent. For calendar-year businesses, Form 2553 must be filed by March 16, 2026, to take effect for the 2026 tax year, and late relief is available under Rev. Proc. 2013-30 if the corporation can show reasonable cause and confirm that all shareholders consented.⁶ A single shareholder’s refusal blocks the election entirely.

1
Delaware Code Online. Delaware Code Title 8, Chapter 1, Subchapter IV – Board of Directors
2
LexisNexis. Model Business Corporation Act, 3rd Edition
3
Delaware Code Online. Delaware Code Title 8, Chapter 1, Subchapter VII – Consent of Stockholders in Lieu of Meeting
4
Office of the Law Revision Counsel. 15 USC Chapter 96 – Electronic Signatures in Global and National Commerce
5
Internal Revenue Service. Recordkeeping
6
Internal Revenue Service. Instructions for Form 2553