Indiana Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws

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Description

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 the shareholders. The Revised Model Business Corporation Act provides that acts to be taken at a shareholders' meeting or a director's meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

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FAQ

Indiana Code Section 23-0.5-2-13 requires LLCs to submit a biennial business entity report to the Secretary of State every other year. You can file online for a $31 fee or by mail for a $50 fee.

Written consent allows directors and executives to push forth an action via writing or electronic transmission. So, in these cases, establishing consent is a matter of using either PDFs, faxes, or emails that indicate executive approvals.

Indiana Code § 23-0.5-3-1. Permitted Names; Falsely Implying Government Agency Status or Connection :: 2022 Indiana Code :: US Codes and Statutes :: US Law :: Justia.

The difference between a Written Consent and a Corporate Resolution is that a Written Consent is used when no meeting has occurred in order for the board or the members or managers of an LLC to approve corporate activity, whereas a corporate resolution is used in conjunction with a meeting (in the minutes) for ...

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.

A resolution in lieu of a meeting is a written resolution (signed by all shareholders who are entitled to vote at the meeting) that deals with all matters that need to be addressed at a shareholders' meeting.

A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before the delivery to the corporation of unrevoked written consents signed by all the directors.

Any action which may be taken by the Partners at a meeting may be effected through the execution of written consents by the requisite Partnership Percentage of the Partners.

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Indiana Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws