A shareholder written consent records an owner approval without a formal meeting. It is useful for a small corporation, but the voting threshold still matters: the person who signs must hold the right number and class of shares for the action being approved.
Use this with the shareholder meeting minutes template when choosing the record. Check the securities register, articles, bylaws, shareholder agreement and governing law before relying on a consent for an election, special resolution or transaction.
Identify shares and signers
- List each signing holder, the class or series held and the number of votes represented.
- Retain a proxy, corporate representative appointment or other authority when someone signs for an entity.
- Record excluded, non-voting or dissenting holders when the result depends on the class or threshold.
- Do not describe a consent as unanimous unless the required holders actually signed.
State the shareholder approval
- Describe the action and the reason for it without turning the consent into a meeting transcript.
- Quote the resolution or attach the document being approved, especially for an article amendment or significant transaction.
- State the voting threshold, shares represented and effective date.
- Authorize an officer or director to make filings, sign related documents and deliver certified copies.
Copy-ready shareholder consent outline
Replace the brackets, attach the current holder list and have the holders required by the governing rules sign the same final version.
- WRITTEN CONSENT OF THE SHAREHOLDERS OF [CORPORATION NAME]
- Authority: The undersigned holders of [class / series] shares act by written consent under [statute / articles / bylaws].
- Shares represented: [number and percentage] voting shares, held by [names].
- Resolution: RESOLVED THAT [specific shareholder action, class approval and effective date].
- Approval: The resolution was approved by [required threshold], with [shares] for, [shares] against and [shares] withheld or excluded.
- Authorization: [name and title] may sign, file and deliver documents needed to carry out this consent.
- Signatures: [each required holder signs and dates].
File the consent and follow through
- Keep the signed consent with the shareholder list, proxies, notice waiver and supporting materials.
- Update the director register after an election and the articles or government record after a change that must be filed.
- Give the board and officers a copy of the approval when they need it to complete the authorized action.
- Preserve the superseded version of a register or resolution rather than deleting the history.
Common questions
Can one shareholder sign for the corporation?
Only when that holder has the required voting authority for the specific action, or is signing under a valid proxy or representative appointment. A sole shareholder still needs a dated written record of the decision.
Does a shareholder consent need a meeting notice?
A valid written-consent procedure may replace a meeting and its notice, but the exact rule depends on the statute and corporate documents. Keep the authority for the procedure with the signed consent.
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.