Corporate Formalities

Unanimous Written Consent

Greg Stone Greg Stone
How To Use

This check list is provided to help you to complete the Written Consent of Directors document and to ensure that the necessary steps are taken to make it effective.

  1. The Written Consent of Directors is used only after a corporation has been legally formed and the initial directors have been appointed. This form is not used with any type of entity except corporations. It is used only once, following the incorporator’s actions and this document ratifies those documents and, in particular, the appointment of the Director or Directors who will thereafter assume the role of governance of the corporation.

  2. Confirm that the law of the state where the corporation was formed permits the initial board of directors to take initial actions by written consent. Though rare, there may be cases where these actions are required to be taken in a live meeting.

  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.

  4. The original of this document should be filed in the corporate minute book or wherever important corporate documents are kept.


Unanimous Written Consent

In place of the first meeting of the Board of Director’s of ______________________ (“Corporation”), all of the Directors of the Corporation unanimously consent in writing to the following resolutions:
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________

APPROVAL OF ELECTION OF DIRECTORS

Resolved, that the action by the Incorporator of the Corporation dated _________________ whereby ____________________________________________________________________________________________________________________ (Names of Directors) were elected as directors of the Corporation, is hereby ratified, adopted and approved.

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Date

___________________    ____________________        _________________
Signed by each Director