Also known as: unanimous written consents · unanimous consent · written consent
Written by attorneys · grounded in primary & secondary sources — see below
A method by which directors or shareholders approve corporate action without holding a meeting when every person entitled to participate signs a written document setting forth the action.
Upland Industries sues Upstream Petroleum over a supply contract. After the answer is filed, Upland seeks to add a fraud count. All directors sign a single written consent authorizing counsel to stipulate to the amendment. The court accepts the filing without a motion because the unanimous consent satisfies the corporate-authorization requirement.
Ulf Ulfsson and Ursula Upton own a vacation home acquired during marriage. All three shareholders of their closely held corporation sign a unanimous written consent reclassifying the home as a corporate asset. The writing satisfies the requirement for corporate action without a meeting.
Select any source to read its text and confirm it supports the definition.
Universal Motors has three shareholders who wish to avoid an annual meeting. Each signs a written consent electing the same slate of directors. The consents are delivered to the corporation and become effective without any gathering of shareholders.
Ursula Ureña receives an insurance payment after a fire damages corporate real estate. All directors sign a unanimous written consent directing that the proceeds remain corporate property. The writing prevents automatic reclassification outside the corporate estate.
Utopia Pharmaceuticals shareholders holding 60 percent of the voting shares sign a written consent removing one director. Because the consent is less than unanimous and cumulative voting applies, the removal fails even though the numerical threshold for removal is met.
Urban Utley, a director of Upland Industries, proposes that the corporation buy property from his wholly owned subsidiary. All directors sign a written consent approving the purchase after full disclosure. The consent validates the transaction despite the conflict of interest.
Yes. Modern statutes require unanimous written consent of all directors entitled to vote on the matter. A majority is insufficient even if the same result would have been reached at a meeting.
Yes, unless the articles or bylaws require unanimity. When less than unanimous consent is used, the corporation must give prompt notice to nonconsenting shareholders.
No. The action remains effective, though a court may fashion an equitable remedy for a shareholder harmed by the notice failure.
The record date is the first date a signed consent is delivered to the corporation, or the date the board adopts a prior resolution if board action is required first.
…of a customer's securities if hypothecated securities would be commingled with the securities of another customer, absent written consent); § 240.15c2-3 (prohibiting transactions by broker-dealers in unvalidated German securities); § 240.15c2-4 (prohibiting broker-dealers from accepting any part of the sale price of a…