A sale of all or substantially all corporate assets is authorized by statute in most jurisdictions, and the procedures and requirements set forth in the applicable statutes must be complied with. Typical requirements for a sale of all or substantially all corporate assets include appropriate action by the directors establishing the need for and directing the sale, and approval by a prescribed number or percentage of the shareholders.
Ohio Unanimous Written Consent by Shareholders and the Board of Directors is a powerful legal process that allows both shareholders and directors of a corporation to elect a new director and authorize the sale of all or a significant portion of the corporation's assets. This method ensures unanimous agreement and provides a streamlined approach for important decision-making. The following are different types of Ohio Unanimous Written Consent: 1. Unanimous Written Consent by Shareholders: This type of consent refers to the written agreement of all the shareholders of the corporation, which provides their unanimous approval for electing a new director and authorizing the sale of assets. Each shareholder has an equal say, regardless of the number of shares they hold, allowing for fair and inclusive decision-making. 2. Unanimous Written Consent by the Board of Directors: In this case, all the members of the Board of Directors participate in the written consent process. Similarly to shareholders, directors provide their unanimous agreement regarding the election of a new director and the sale of assets. This approach ensures that the board acts collectively and demonstrates a unified decision. 3. Combined Unanimous Written Consent by Shareholders and the Board of Directors: Sometimes, both shareholders and the board of directors may be required to provide consent. This situation arises when important decisions, such as electing a new director and authorizing the sale of assets, require agreement from both parties. In such cases, a combined written consent is obtained, ensuring a comprehensive and coordinated decision-making process. The Ohio Unanimous Written Consent process is governed by the Ohio Revised Code Section 1701.831. This legal framework ensures that the consent is properly documented, accurately reflects the decisions made, and is compliant with the corporate regulations in Ohio.
