Streamlining Board Decisions with Unanimous Written Consent

Nov 4, 2025

Streamlining Board Decisions with Unanimous Written Consent

Boards of directors fulfill as usually as required to examine a company’s performance and overview its critical instructions. Regular meetings typically suffice for many issues, but some choices can not wait for the following scheduled gathering. That’s where unanimous written consent comes in.

Unanimous written consent is an official procedure that permits boards to make binding choices without holding an in-person or virtual meeting. As long as boards follow the correct procedures, they can accept time-sensitive matters quickly and compliantly.

This article discusses how to make the most of unanimous written consent, consisting of:

How the process functions
Its purpose and advantages
A useful instance and design template
Legal, functional and conformity considerations
Advantages and prospective drawbacks
Jurisdictional differences
Ideal practices for implementation

How Unanimous Written Consent Works

Unanimous written consent makes it possible for boards and committees to do something about it successfully, specifically when immediate concerns occur or scheduling a meeting would certainly create delays.

Here’s just how it operates in practice:

1. Prepare the authorization paper: The board or company assistant prepares a written resolution detailing the proposed action.

2. Disperse to all participants: The consent kind is shown to every electing participant eligible to accept the decision.

3. Review and indication: Members review the record and indicate if they agree– typically by means of a protected digital signature.

4. Make certain of unanimous authorization: All eligible participants should accept the resolution for it to be valid.

5. Record the consent: The finalized file is filed in the company’s official records.

6. Implement the decision: When accepted, the action takes instant effect.

Purpose and Benefits of Unanimous Written Consent

The key purpose of unanimous written consent is to streamline decision-making without sacrificing legal or procedural rigor.

Key advantages include:

Efficiency: Bypass the logistics of scheduling meetings.
Flexibility: Make decisions quickly, wherever board members are located.
Legality: Maintain a formal, documented record of approvals.
Clarity: Ensure full agreement before executing an action.

Example of Unanimous Written Consent

Imagine a company’s board is required to accept a merger deal under tight deadlines. Instead of waiting on a full conference, the board can act utilizing unanimous written authorization, making certain prompt authorization without step-by-step hold-ups.

Here’s a simplified template:

[Company Name]
Unanimous Written Consent of the Board of Directors

The undersigned, being all members of the Board of Directors of [Company Name], hereby consent to the adoption of the following resolution:

RESOLVED: That the Board approves [specific action] and authorizes [name/position] to take necessary steps to implement this resolution.

This consent shall have the same force and effect as if adopted during a duly convened meeting of the Board.

Signed:
[Director Name] ___________________
Date: ____________________________

Operational, Legal and Compliance Considerations

While unanimous written consent uses convenience, it should be performed correctly to be valid. Boards should take into consideration:

State and jurisdictional legislation: Validate regional company guidelines to allow created approval without conferences.
Firm laws: Make sure written authorization aligns with administration stipulations.
Signature procedure: Use safe and secure electronic or digital signature tools for credibility and traceability.
Timeliness: Disperse and gather authorizations quickly.
Document clearness: Use precise, legally sound language to stay clear of uncertainty.
Recordkeeping: Submit all permissions within main board records.

Advantages of Using Unanimous Written Consent

Unanimous written approval helps boards:

Act swiftly on time-sensitive problems.
Maintain conformity with clear paperwork.
Decrease meeting costs and traveling demands.
Promote thoughtful decision-making, as supervisors can review records very carefully before finalizing.
Show unity, providing a guarantee to stakeholders and auditors.

Potential Drawbacks

Regardless of its benefits, unanimous written consent has limitations:

Needs complete agreement: A solitary dissent invalidates the procedure.
Minimal conversation: No chance for live dispute or explanation.
Reduced engagement: Constant reliance can deteriorate board dynamics.
Reduced transparency: Decisions made outside meetings may increase presence issues.
Security risks: Using unsafe e-mail for approvals subjects organizations to data violations.

Jurisdictional Differences

Unanimous written consent requirements differ by region.

Delaware: Allows board and shareholder action via written consent, provided all members sign.
California: Permits unanimous written consent but imposes additional requirements for certain corporate actions.
New York: Allows similar procedures, but documentation must be retained for audit purposes.

Boards should always verify local laws before implementing written consent.

Best Practices for Effective Implementation

Verify lawful and bylaw compliance.
Usage of standard permission themes.
Adopt safe, electronic trademark devices.
Preserve exact records of all permissions.
Connect timelines and assumptions clearly.
Frequently evaluate and upgrade administration plans.

Simplify Written Contents with Dess Digital Meetings

Unanimous written consent is also essential to leave to chance. Numerous boards still rely upon e-mail or paper-based procedures that introduce hold-ups and safety dangers.

With Dess Digital Meetings, boards can handle written permissions safely and perfectly. The system allows directors to review resolutions, cast votes, and indicator records from any tool, all while keeping complete conformity and audit trails.

Trick advantages consist of:

Protected gain access to and data encryption
Mobile-friendly voting and approvals
Real-time alerts and progression tracking
Centralized paper storage space and retrieval
Clear audit logs for compliance

By digitizing unanimous written consent, Dess Digital Meetings equips boards to act with confidence, efficiently and securely despite where participants are.