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Any action that can be taken at a meeting of the stockholders can also be accomplished by written consent of the majority of the outstanding shares.
Shareholder approval is typically required unless the directors have been pre-authorized to issue shares through the company's articles of association or a prior resolution.
Typically, Stockholder Consents happen around large company decisions that can affect the stockholders' equity. Often times, a written consent will be drafted by the company and then signed by the stockholders in lieu of a physical or virtual meeting of the stockholders.
Although the directors manage the day to day running of a company, the shareholders are the owners of the company. In order to give the shareholders more control over certain decisions, and to also ensure that minority shareholders are protected, a mechanism called shareholder consents are often included.
“Written Consent in Lieu of Meeting” is a legal mechanism that allows the board of directors, shareholders, or members of an organization to make a decision or approve a resolution without actually convening a physical or virtual meeting.
Generally, a shareholder may not be involuntarily removed unless there is an agreement, such as a shareholders agreement, that sets out a process for doing so.
This article discusses the various actions that stockholders in a startup generally need to approve, including changes to the company's articles of incorporation and bylaws, issuance of new shares, major transactions, changes in the board of directors, changes to capital structure, employee stock option plans, ...
Shareholder action by written consent refers to corporate shareholders' right to act by written consent instead of a meeting. This type of consent avoids some of the negative characteristics of shareholder meetings.
Examples of changes that may require stockholder approval include increasing or decreasing the number of authorized shares, changing voting requirements or altering dividend policies.