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Written Consent

Draft Written Consents in Minutes, Not Hours

12 minutes with CaseMark

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2. Upload the files you want analyzed.

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Written Consent

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Workflow

Written Consent

Overview

CaseMark's Written Consent skill drafts legally sufficient written consents in lieu of meeting for corporate boards and shareholders. It analyzes your governing documents, identifies applicable statutory requirements, and produces a complete consent with preamble, recitals, resolutions, execution clauses, and signature blocks—all properly formatted and citation-ready.

Drafting written consents in lieu of meeting requires careful attention to statutory requirements, bylaw provisions, signatory details, and resolution formatting. Attorneys spend significant time cross-referencing governing documents, cap tables, and state corporate law to ensure each consent is legally sufficient. A single oversight—wrong threshold, missing share class, or incorrect statutory citation—can jeopardize the validity of the corporate action.

CaseMark automates the entire written consent drafting process by analyzing your uploaded bylaws, cap tables, and transaction documents. The AI identifies the correct statutory framework, extracts signatory and ownership details, and generates a complete, properly structured consent document ready for review and execution. What previously took hours of careful manual drafting now takes minutes.

How it works

  1. 1. Upload your bylaws, operating agreement, cap table, and supporting transaction documents

  2. 2. AI analyzes governing documents to identify consent procedures, thresholds, and signatory details

  3. 3. Review the fully drafted written consent with statutory citations, recitals, and resolutions

  4. 4. Export the finalized consent in your preferred format (DOCX, PDF)

What you get

  • Title and Preamble with Statutory Citations

  • Recitals (WHEREAS Clauses)

  • Numbered Resolutions by Action Type

  • Execution Clause with Counterpart and E-Signature Authorization

  • Signature Blocks for Directors or Shareholders

  • Secretary's Certificate of Due Execution

What it handles

  • Statutory compliance with DGCL §§141(f) and 228 and other state corporate laws

  • Auto-generated preamble, recitals, and WHEREAS clauses from uploaded documents

  • Numbered resolutions formatted by action type with proper legal conventions

  • Signature blocks tailored for directors or shareholders with share class details

  • Secretary's certificate of due execution and corporate record filing

  • Support for both unanimous and majority consent thresholds

Required documents

  • Bylaws or Operating Agreement

    The entity's governing documents containing consent procedure provisions, approval thresholds, and notice requirements

    .pdf, .docx

  • Proposed Resolutions or Transaction Documents

    Description of proposed corporate actions or supporting agreements to be approved by consent

    .pdf, .docx

Supporting documents

  • Cap Table or Stock Ledger

    Current capitalization table or stock ledger showing shareholder names, share counts, classes, and ownership percentages

    .pdf, .docx, .xlsx, .csv

  • Prior Minutes or Consents

    Previous board or shareholder minutes and consents for reference on formatting and procedural conventions

    .pdf, .docx

  • Certificate of Incorporation

    The entity's charter document for reference on authorized shares, classes, and special voting provisions

    .pdf, .docx

Why teams use it

Eliminate hours of manual drafting by generating complete written consents from your uploaded corporate documents in minutes

Ensure statutory compliance with automatic citation of applicable state corporate law provisions and bylaw requirements

Reduce errors with AI-verified signatory details, share counts, ownership percentages, and approval thresholds pulled directly from your cap table and governing documents

Maintain consistent corporate governance standards with professionally formatted resolutions, execution clauses, and secretary's certificates

Questions

Does this handle both board and shareholder consents?

Yes. CaseMark drafts written consents for both board of directors and shareholder actions. The AI automatically adjusts the document structure, signature blocks, and statutory citations based on the consent type you specify.

Which state corporate laws does this support?

CaseMark supports Delaware General Corporation Law (DGCL §§141(f) and 228) as well as other state corporate statutes. The AI identifies the applicable law based on your entity's jurisdiction and incorporates the correct statutory references throughout the consent.

Can it draft consents for non-unanimous actions?

Absolutely. CaseMark handles both unanimous and majority consent thresholds. The AI references your bylaws or operating agreement to determine the required approval threshold and structures the consent accordingly, including proper notice and waiting period provisions where applicable.

How does CaseMark handle multiple resolutions in a single consent?

CaseMark generates individually numbered resolutions, each beginning with the proper 'RESOLVED' convention. The AI formats each resolution according to its action type—whether it involves contracts, officer elections, equity issuances, or other corporate actions—with appropriate detail and exhibit references.

Will the consent include proper signature blocks with share details?

Yes. For shareholder consents, CaseMark generates signature blocks that include each shareholder's name, number of shares, share class, and percentage of outstanding shares. For board consents, signature blocks include each director's name, title, and date line.

Can I attach supporting transaction documents as exhibits?

Yes. CaseMark references attached agreements and supporting documents as numbered exhibits within the resolutions. Upload the relevant transaction documents and the AI will incorporate proper exhibit references and cross-references throughout the consent.

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