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Written Consent in Lieu of Meeting

Draft Corporate Consents in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Certificate of Incorporation or Articles of Organization
  • Bylaws or Operating Agreement

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

Drafting written consents in lieu of meetings requires researching state statutes, reviewing bylaws, verifying consent requirements, and ensuring proper formatting—a process that typically takes 2-3 hours per document. Corporate attorneys and paralegals must manually cross-reference governing documents, find applicable statutory citations, and format signature blocks, all while ensuring compliance with jurisdiction-specific requirements.

Drafting Written Consents in Lieu of Meeting requires meticulous attention to state corporate law, entity-specific bylaws, and precise resolution language. Attorneys spend hours reviewing governing documents, verifying approval thresholds, and ensuring every resolution meets legal sufficiency standards while maintaining proper corporate formalities.

CaseMark automatically analyzes your corporate documents to extract entity details, jurisdiction requirements, and consent procedures, then generates legally compliant Written Consents tailored to your specific transaction. The AI ensures proper statutory citations, accurate approval thresholds, and professionally drafted resolutions that meet sophisticated corporate practice standards.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

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

What you get

  • Header and Title

  • Preamble with Statutory References

  • Recitals and Background

  • Consent and Resolutions

  • Effective Date and Execution Instructions

  • Signature Blocks

What it handles

  • Header and Title

  • Preamble with Statutory References

  • Recitals and Background

  • Consent and Resolutions

  • Effective Date and Execution Instructions

  • Signature Blocks

Required documents

  • Certificate of Incorporation or Articles of Organization

    Organizational documents showing entity legal name, jurisdiction, and entity type

    PDF, DOCX

  • Bylaws or Operating Agreement

    Governing documents containing consent procedures and approval thresholds

    PDF, DOCX

Supporting documents

  • Current Capitalization Table or Stock Ledger

    Ownership records showing shareholder names, share classes, and ownership percentages

    PDF, XLSX, DOCX

  • Board Resolutions or Prior Meeting Minutes

    Historical corporate records showing current directors and prior governance actions

    PDF, DOCX

  • Transaction Documents

    Contracts, agreements, or materials related to the actions requiring approval

    PDF, DOCX

Why teams use it

Generate compliant written consents in 8 minutes vs. 2.5 hours manually

Automatic statutory research and citation to state corporate law (DGCL, MBCA, etc.)

Intelligent analysis of uploaded bylaws and articles for consent requirements

Pre-formatted signature blocks and execution instructions for immediate use

Consistent formatting aligned with LegalZoom and bar association standards

Questions

What is a Written Consent in Lieu of Meeting?

A Written Consent in Lieu of Meeting is a corporate governance document that allows directors or shareholders to approve formal actions without convening a physical or virtual meeting. State corporate law statutes authorize this procedure, enabling faster decision-making while maintaining proper corporate formalities. The consent must meet specific requirements including proper authorization thresholds, statutory citations, and execution by the required parties.

Do I need unanimous consent or just a majority?

The required approval threshold depends on your jurisdiction, entity type, and the specific action being approved. Delaware corporations generally require unanimous written consent for shareholder actions under DGCL Section 228, unless the certificate of incorporation provides otherwise, while board actions typically require only a majority. Some fundamental actions like mergers may require higher thresholds. CaseMark analyzes your bylaws and applicable state law to determine the correct requirement for your situation.

Can I use electronic signatures on written consents?

Yes, electronic signatures are generally valid for written consents under the federal E-SIGN Act and state equivalents, provided your entity's bylaws or operating agreement don't prohibit them. Most modern corporate governance documents explicitly authorize electronic execution. CaseMark includes appropriate language addressing counterpart execution and electronic signatures to ensure your consent is legally enforceable regardless of signature method.

What happens if I don't follow proper consent procedures?

Improperly executed written consents may be deemed invalid, potentially exposing the entity and its directors to liability for unauthorized actions. Common defects include failing to obtain signatures from the required percentage of shareholders, omitting mandatory statutory citations, or not filing the consent with corporate records. Invalid consents can jeopardize transactions, create governance disputes, and result in actions being unwound. CaseMark ensures compliance with all procedural requirements to create legally sufficient corporate records.

How is a written consent different from meeting minutes?

Written consents replace the need for a formal meeting entirely, while minutes document what occurred at an actual meeting. Consents must include specific statutory language, cite the legal authority for proceeding without a meeting, and be signed by the required parties. They become effective upon execution rather than at a meeting date. Both serve as permanent corporate records, but consents offer faster approval for time-sensitive matters without the logistical burden of scheduling and conducting meetings.

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