A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.
Examples of changes that may require stockholder approval include increasing or decreasing the number of authorized shares, changing voting requirements or altering dividend policies.
Code § 7516. Current through the 2023 Legislative Session. Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action.
A Written Consent of Stockholders is an approval of corporate actions by the stockholders of a corporation via a written consent.
Stockholders may act by providing their written consent rather than at a meeting. Taking action by written consent rather than at a formal meeting may be preferrable in corporations, like start-up companies, where the number of stockholders is relatively small and easily identifiable.
In addition to an affirmative statement that the shareholder consents to the corporate election, the statement of consent shall set forth the name and address of the corporation and of such new shareholder, the number of shares of stock owned by such share- holder, the date on which such shares were acquired, and the ...
Except as otherwise specified in Section 1.03 or required by law, written notice of the time and place of every meeting of shareholders, and in the case of a special meeting the purpose or purposes of the meeting, shall be given at least 10 days and not more than 60 days previous thereto, to each shareholder of record ...
Shareholder action taken by written consent is universally recognized as a valid approval by shareholders and this is expressly confirmed by California statute. The 10-day waiting period acts to delay the effectiveness of the action, which hinders a corporation's ability to act with speed and efficiency when necessary.
Unlike corporations, neither Texas nor Delaware law require LLCs to hold annual meetings or maintain minutes of meetings if they are held – this holds true for members and managers (FYI, LLCs don't always have managers).