Form with which the stockholders of a corporation waive the necessity of a first meeting of stockholders.
Delaware Waiver of Annual Meeting of Stockholders - Corporate Resolutions
State:
Multi-State
Control #:
US-0022-CR
Format:
Word;
Rich Text
Instant download
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FAQ
Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could
A form of notice to stockholders under Section 228(e) of the Delaware General Corporation Law (DGCL) that an action has been taken without a meeting and approved by less than unanimous written consent. This Standard Document has integrated notes with important explanations and drafting tips.
Meeting Requirements for Corporations. State laws and a corporation's bylaws will dictate specific meeting requirements for corporations. In general, however, most corporations are required to have at least one shareholders' meeting per year. Corporations are also required to prepare and retain minutes of these meeting
While Texas requires its corporations to keep regular meeting minutes, Delaware does not. These minutes do not need to be filed with the state, but they should be kept with your corporate records.
Stockholder Approval Required to: Amend the Certificate of Incorporation. Enter into fundamental corporate transactions (sale of company, merger, sale of substantially all assets of corporation, etc.) Elect Directors (though vacant seats from departed directors can often be filled by Board)
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.
Yes. Delaware law requires every corporation to hold an annual shareholders meeting at least once every 13 months. Generally, the date of the annual meeting is contained in the bylaws of the corporation. A meeting must be held, regardless of the number of shareholders in the corporation.
Delaware code provides that in general, only the BoD can call a special meeting: (d) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
Related Definitions Unanimous Written Consent means a written consent executed by at least one representative of each Member.
