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CONSENT TO ACTION WITHOUT MEETING
WRITTEN CONSENT TO ACTION WITHOUT MEETING of the sole shareholder (the "Shareholder") of __________ (the "Corporation") effective this 19th day of January, 2021.
BACKGROUND:
IT WAS RESOLVED THAT:
DATED this 19th day of January, 2021.
___________________________________________________
A Shareholders' Consent to Action Without Meeting is also known as:
A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.
Bear in mind that a meeting does not necessarily mean a face-to-face meeting nowadays when the bylaws of many corporations authorize shareholders' meetings to be held via telephone or video conferencing. A consent resolution dispenses with the requirement for any form of meeting.
Many smaller companies substitute special meetings with consent resolutions because it saves time by not having to schedule meetings. These consent forms are very useful, especially for minor matters where having to call a formal meeting would waste time and resources.
A corporate resolution refers to either a decision of the shareholders at a shareholders' meeting or a decision of the board of directors at a directors' meeting.
Major decisions which need to be made at such meetings include (but are not limited to) the purchase or sale of another business, corporate reorganization (like mergers), stock issuance, and settlements of lawsuits.
The only difference between a Shareholders' Consent to Action Without Meeting and meeting minutes is whether or not a formal meeting has taken place. Where meeting minutes would record the actions taken at the meeting, the consent to action can allow the same actions to be taken as long as written consent is given by the minimum number of voting shareholders.
The consent forms will set out the proposed action, and, once the action is passed, the signed forms are filed in the corporate minute book.
For shareholders to give consent to action in lieu of a meeting, the consent form must include:
The consent resolution form is usually signed by named shareholders in the document, and the actions should be recorded in the corporate minute book.
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