Unanimous Written Consent of Shareholders
UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS
Jurisdiction-Gated Drafting Form
Corporation: [FULL LEGAL NAME]
Jurisdiction of incorporation: [________________________________]
Proposed action date: [__/__/____]
STOP GATE. Do not sign this form until corporate counsel completes the
Authority and Vote Profile and confirms that every selected action may be
approved through this method by the identified shareholders.
1. Authority and vote profile
| Review item | Corporation-specific record |
|---|---|
| Current corporate statute or regulation | [________________________________] |
| Charter / articles provision | [________________________________] |
| Bylaws provision | [________________________________] |
| Shareholder or voting agreement | [________________________________] |
| Stock-plan, investor-rights, lender, or other approval document | [________________________________] |
| Action without a meeting permitted? | ☐ Yes ☐ No ☐ Conditions: [________________] |
| Unanimity required for this action? | ☐ Yes ☐ No ☐ Explain: [________________] |
| General approval threshold | [________________________________] |
| Separate class or series approval | [________________________________] |
| Director or committee action required first | [________________________________] |
| Record date or entitled-holder determination | [________________________________] |
| Consent dating, delivery, and collection method | [________________________________] |
| Earliest and latest permitted effective time | [________________________________] |
| Notice to nonconsenting, nonvoting, or other holders | [________________________________] |
| Appraisal, dissenters', conversion, redemption, or election rights | [________________________________] |
| Government, exchange, lender, investor, or third-party approval | [________________________________] |
| Filing, certificate, report, publication, or record step | [________________________________] |
| Signature and electronic-process requirements | [________________________________] |
| Corporate counsel and review date | [________________________________] |
Approved consent method and threshold: [________________________________]
2. Capitalization and voting record
2.1 Authorized and outstanding securities
| Class or series | Authorized | Issued | Outstanding | Votes per unit | Voting subject |
|---|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [________] | [________] |
| [________] | [________] | [________] | [________] | [________] | [________] |
2.2 Holders whose consent is requested
| Holder legal name | Record / beneficial / other capacity | Class or series | Units | Votes | Signature authority |
|---|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [________] | [________] |
| [________] | [________] | [________] | [________] | [________] | [________] |
| [________] | [________] | [________] | [________] | [________] | [________] |
| Vote calculation | Result |
|---|---|
| Total votes entitled on Matter 1 | [________] |
| Votes required on Matter 1 | [________] |
| Votes represented by signed consents on Matter 1 | [________] |
| Separate class / series calculation | [________] |
Cap-table source, date, and reviewer: [________________________________]
3. Matter and document register
| Matter | Draft resolution | Supporting document | Required approval sequence | Counsel approved? |
|---|---|---|---|---|
| [Matter 1] | [________] | [________] | [________] | [________] |
| [Matter 2] | [________] | [________] | [________] | [________] |
| [Matter 3] | [________] | [________] | [________] | [________] |
Possible matters, without assuming shareholder authority:
☐ Charter or articles amendment
☐ Merger, conversion, domestication, or reorganization
☐ Sale, lease, exchange, or other disposition of assets
☐ Dissolution or wind-up action
☐ Election, removal, or classification of directors
☐ Bylaw action
☐ Equity, incentive, option, recapitalization, or securities action
☐ Related-party, conflict, waiver, ratification, or release matter
☐ Other: [________________________________]
4. Disclosure and conflict record
| Person or holder | Interest or relationship | Material facts disclosed | Participation / recusal / approval treatment |
|---|---|---|---|
| [________] | [________] | [________] | [________] |
| [________] | [________] | [________] | [________] |
Information package delivered to holders: [________________________________]
Open diligence or valuation issue: [________________________________]
5. Consent recitals
The undersigned are the shareholders whose approval is counted under the
completed Authority and Vote Profile for [CORPORATION NAME], a
[JURISDICTION] corporation (the “Corporation”). They received the documents
listed in the Matter and Document Register and consent only to the completed
resolutions below through the approved method and threshold.
No recital in this form supplies a statutory conclusion. Corporate counsel must
insert any required authority, finding, disclosure, waiver, notice, or condition.
6. Resolutions
Resolution 1 — [TITLE]
RESOLVED, that [STATE THE EXACT ACTION APPROVED, MATERIAL TERMS, LIMITS,
CONDITIONS, AND EFFECTIVE TIME].
RESOLVED FURTHER, that the form of [AGREEMENT / PLAN / CERTIFICATE / OTHER
DOCUMENT] identified as Exhibit [____] is approved subject only to these permitted
changes: [________________________________].
Resolution 2 — [TITLE]
RESOLVED, that [________________________________].
Resolution 3 — Director action, if approved
| Person | Action | Class or term | Effective time | Condition |
|---|---|---|---|---|
| [________] | [ELECT / REMOVE / OTHER] | [________] | [________] | [________] |
Resolution 4 — Equity or securities action, if approved
| Instrument or plan | Securities / units | Material terms | Required filings or notices | Additional approval |
|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [________] |
Resolution 5 — Ratification, if approved
Only the prior actions listed below are ratified, and only to the extent corporate
counsel confirms that ratification is available and effective for each action.
| Prior action | Actor and date | Records reviewed | Defect or uncertainty | Approved scope |
|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [________] |
If the table is blank, no prior action is ratified.
7. Implementation authority
| Authorized person | Exact document or task | Negotiation limit | Monetary limit | Further approval required |
|---|---|---|---|---|
| [________] | [________] | [________] | $[________] | [________] |
| [________] | [________] | [________] | $[________] | [________] |
No officer, director, employee, or agent receives blanket authority from this
form. Every signature, filing, payment, distribution, settlement, reserve,
certificate, notice, and closing action must fall within the completed table.
8. Effectiveness and delivery record
| Control | Approved instruction |
|---|---|
| Date each consent may be signed | [________________________________] |
| Delivery recipient and method | [________________________________] |
| Time when approval becomes effective | [________________________________] |
| Condition precedent or later event | [________________________________] |
| Withdrawal or revocation treatment | [________________________________] |
| Nonconsenting-holder notice | [________________________________] |
| Appraisal or other holder-right notice | [________________________________] |
| Corporate-record location | [________________________________] |
| Filing or implementation deadline | [________________________________] |
9. Shareholder signatures
Each signer signs only in the capacity and for the securities recorded below.
Shareholder 1
| Item | Entry |
|---|---|
| Legal name | [________________________________] |
| Capacity | [________________________________] |
| Class / series and units | [________________________________] |
| Votes counted | [________________________________] |
| Signature method | [________________________________] |
| Signature | [________________________________] |
| Date and time | [________________________________] |
Shareholder 2
| Item | Entry |
|---|---|
| Legal name | [________________________________] |
| Capacity | [________________________________] |
| Class / series and units | [________________________________] |
| Votes counted | [________________________________] |
| Signature method | [________________________________] |
| Signature | [________________________________] |
| Date and time | [________________________________] |
Add signature blocks as required by the approved holder list.
10. Secretary or records certificate
The records officer should complete this certificate only after verifying the
signed consents, vote calculation, effectiveness conditions, notices, exhibits,
and record placement.
| Certification item | Verified record |
|---|---|
| Signed consents received | [________________________________] |
| Votes and separate approvals satisfied | [________________________________] |
| Effective date and time | [________________________________] |
| Required notices sent | [________________________________] |
| Exhibits match approved versions | [________________________________] |
| Consent placed in corporate records | [________________________________] |
Records officer: [________________________________]
Signature: [________________________________]
Date: [__/__/____]
11. Final review
☐ Jurisdiction, entity, charter, bylaws, agreements, capitalization, and holders were verified.
☐ Every action uses the correct approval sequence, threshold, class vote, and supporting document.
☐ Conflicts, holder rights, notices, signatures, effective time, filings, and records were resolved.
☐ No generic voting standard, Delaware assumption, blanket ratification, blanket officer authority, or electronic-original conclusion remains.
☐ Qualified corporate counsel approved the completed consent.
Final reviewer: [________________________________]
Review date: [__/__/____]
About This Template
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on 2026-08-21.
Last updated: 2026-08-21
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