Corporation - Consent by Shareholders
About this form
The Corporation - Consent by Shareholders form is a legal document used by corporations to obtain consent from shareholders for a specific action without convening a formal meeting. This form ensures that shareholder decisions can be made efficiently and documented properly, reflecting their unanimous agreement on the matters at hand. It is particularly useful for streamlined decision-making processes within a corporation.
Key components of this form
- Identification of the corporation and state.
- Declaration of consent in lieu of a meeting.
- Resolution details regarding actions taken.
- Signatures of all shareholders and directors.
- Certification by the Secretary of the corporation.
When this form is needed
This form should be used when a corporation needs to obtain shareholder approval for a specific action, such as electing new directors, approving mergers, or adopting amendments to bylaws, without holding a formal meeting. It is ideal for situations where all shareholders are in agreement and wish to expedite the decision-making process.
Who this form is for
- Corporations with shareholders wishing to streamline decision-making.
- Shareholders who need to formally document their consent.
- Corporate secretaries who manage the paperwork for corporate actions.
Steps to complete this form
- Identify the corporation by entering its name and state of incorporation.
- Clearly outline the action(s) for which consent is being granted.
- Have all shareholders and directors sign the document to indicate their agreement.
- Ensure the Secretary of the corporation certifies the document.
- File the completed consent form with the corporate records for official documentation.
Is notarization required?
Notarization is not commonly needed for this form. However, certain documents or local rules may make it necessary. Our notarization service, powered by Notarize, allows you to finalize it securely online anytime, day or night.
Common mistakes
- Failing to include all required signatures from shareholders and directors.
- Omitting specific details about the actions being consented to.
- Not certifying the document by the Secretary of the corporation.
- Using outdated versions of the consent form.
Why complete this form online
- Immediate access to a legally drafted form by licensed attorneys.
- Convenience of downloading and completing the form from anywhere at any time.
- Editability to customize language according to specific corporate needs.
- Assurance of compliance with current legal standards and requirements.
Form popularity
FAQ
Shareholder Approval means approval of holders of a majority of the shares of Stock represented and voting in person or by proxy at an annual or special meeting of shareholders of the Company where a quorum is present.
Items requiring board and stockholder approval: Amendments to the corporation's certificate of incorporation or bylaws. Fundamental changes to the corporation, including the sale of the company, a merger/acquisition, the sale of substantially all assets of the corporation, recapitalization, or dissolution.
Board of Directors' Responsibilities to Shareholders. The primary responsibilities of board directors to shareholders relate to their fiduciary duties, including the duty of care, duty of loyalty and duty of obedience. These duties require board directors to place the best interests of the company ahead of their own.
Common shareholders are granted six rights: voting power, ownership, the right to transfer ownership, dividends, the right to inspect corporate documents, and the right to sue for wrongful acts.
Actions Requiring Board and Stockholder Approval Enter into fundamental corporate transactions (sale of company, merger, sale of substantially all assets of corporation, etc.) Appoint officers. Issue securities that will affect the capitalization of the corporation (issuing shares, issuing stock options, etc.)
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.
Shareholders do not typically actively manage a corporation; shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity. In most circumstances, a shareholder may also serve as a director or officer of a corporation.
Shareholder action by written consent refers to corporate shareholders' right to act by written consent instead of a meeting.In general, written shareholder consents require the same number of approval votes as would be required if the shareholder meeting actually occurred.
