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.
West Virginia Unanimous Written Consent by Shareholders and the Board of Directors Electing a New Director and Authorizing the Sale of All or Substantially of the Assets of a Corporation is a vital legal process that allows a corporation in West Virginia to elect a new director and authorize the sale of its assets with unanimous agreement among shareholders and the board of directors. This consent mechanism ensures that major decisions are made collectively and in the best interests of the corporation. In West Virginia, there are two types of unanimous written consent that shareholders and the board of directors can utilize in these scenarios: 1. Unanimous Written Consent for Electing a New Director: When a corporation decides to add a new director to its board, shareholders and the existing board members can exercise unanimous written consent. This process involves obtaining the signature or written agreement of every shareholder and director to elect the new member to the board. It allows for swift and efficient decision-making without the need for a formal meeting or voting process. 2. Unanimous Written Consent for the Sale of Assets: When a corporation intends to sell all or a substantial portion of its assets, unanimous written consent is required from both shareholders and the board of directors. This consent ensures that all stakeholders, including shareholders, are in agreement with the asset sale and understand the implications it may have on the corporation's future operations. The consent document should outline the terms and conditions of the proposed sale, including the buyer, purchase price, and any other relevant details. It is essential for corporations in West Virginia to follow the proper legal procedures and obtain unanimous written consent from both shareholders and the board of directors when electing a new director or authorizing the sale of significant assets. This ensures transparency, accountability, and protects the rights and interests of all parties involved.