Action by Written Consent
A procedure by which shareholders or directors take formal corporate action without holding a meeting, by signing a written consent that specifies the action taken. The consent has the same effect as a vote at a duly-called meeting.
Action by written consent is a procedure by which shareholders or directors take formal corporate action without holding a meeting, by signing a written consent that specifies the action taken. The consent has the same effect as a vote at a duly-called meeting.
Default rule for shareholders
Under § 6.201, an action that may be taken at a shareholder meeting may be taken without a meeting if a written consent signed by the holders of all shares entitled to vote on the action sets forth the action. The default is unanimous written consent.
Less-than-unanimous consent
Under § 6.202(b), the certificate of formation may permit shareholder action by written consent of holders of the minimum number of shares that would be required to approve the action at a meeting at which all shareholders entitled to vote were present (typically a majority for ordinary matters, two-thirds for fundamental actions).
Director consent
Under § 21.415(b), the board of directors may take any action by unanimous written consent of all directors, unless the certificate or bylaws provide otherwise. The less-than-unanimous procedure in § 6.202 applies only to owners and members, and the code does not expressly provide for board action by less than unanimous written consent.
Closely-held corporations routinely operate by written consent rather than formal meetings. The certificate of formation may replace the unanimous-consent default for shareholders under § 6.202. Without that provision, a single shareholder who declines to sign can require that the action be taken at a meeting.