A written consent lets directors approve a corporate action without holding a formal board meeting when the governing rules allow it. It should be treated as a board record, not as an informal email approval: identify the directors, the authority, the action, the effective date and the signatures required.
Use this with the board meeting minutes template when deciding whether a meeting or written action is the better record. Do not backdate signatures or use a consent to hide a conflict, missing approval or unresolved ownership issue.
When a written consent fits
- The decision is clear enough to approve without a live discussion or a recorded meeting.
- The articles, bylaws, shareholder agreement and governing statute permit directors to act in writing.
- Every director whose signature is required can review the same final text and supporting documents.
- The action does not require a shareholder approval or another form of consent as a condition.
Write the action precisely
- State the background only far enough to identify the business reason and the materials reviewed.
- Use a resolution that names the action, counterparty, amount or limit, authorized signer and effective date.
- Add conditions such as lender approval, delivery of a contract or receipt of consideration when they matter.
- Authorize a named officer to sign and deliver the documents needed to carry out the decision.
Copy-ready director consent outline
Replace the brackets, attach the supporting materials and have the required directors sign the same final version.
- WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [CORPORATION NAME]
- Authority: The undersigned directors act by written consent in lieu of a meeting under [statute / articles / bylaws].
- Background: The directors reviewed [agreement, statement, proposal or other material] and determined that the action is in the corporation’s best interests.
- Resolution: RESOLVED THAT [specific action] is approved effective [date], subject to [conditions].
- Authorization: [name and title] may sign, deliver and take the steps necessary to carry out this resolution.
- Filing: This consent will be filed with the minutes of the proceedings of the board.
- Signatures: [each required director signs and dates].
File the executed consent
- Keep the fully signed consent, version of the supporting materials and any signature audit trail together.
- Update the relevant register, contract index, bank authority, debt schedule or compensation record.
- Send certified or signed copies only to the people who need them, such as a bank, lender or counterparty.
- Record a follow-up meeting if the approval requires future reporting or ratification.
Common questions
Do all directors need to sign a written consent?
The required threshold varies by jurisdiction and corporate documents. Many written-consent procedures require all directors, while other rules may permit a different threshold for specific actions. Confirm the rule before circulating the document.
Is a written consent the same as board minutes?
It is a different record format, but it can serve as the board’s evidence of the approved action when validly adopted and filed. It does not replace shareholder approval or a separate filing that the action requires.
This guide is general information about corporate records in the United States and Canada, not legal advice. Rules differ by jurisdiction and change over time. For advice about your corporation, speak with a qualified lawyer or accountant.