Your bank needs a signed resolution naming the new CFO as an authorized signatory by Friday. Your next board meeting is in six weeks, and your directors are spread across New York, London and Singapore.
You don’t need to call a special meeting. You need a unanimous written consent, and you need every director to sign it correctly.
What is a unanimous written consent? A unanimous written consent is a document that lets a board of directors approve an action without holding a meeting. Under Delaware’s DGCL §141(f), it has the same effect as a vote taken at a meeting, but only if every director in office consents in writing or by electronic transmission.
The concept takes one paragraph to explain. Executing it cleanly so it holds up when a lender, auditor or acquirer’s counsel reads it two years later takes more care. This guide walks you through the process step by step.
What makes a unanimous written consent valid
A written consent replaces the meeting entirely: no notice, no quorum call, no debate. In exchange, the law asks for something much harder than a majority vote. Every director has to agree.
One missing signature and the action fails. An abstention counts as a missing signature too.
The Delaware rule: DGCL §141(f)
For Delaware corporations, the controlling text is §141(f) of the Delaware General Corporation Law. Unless the certificate of incorporation or bylaws restrict it, any action the board could take at a meeting can be taken without a meeting “if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission.”
Three more details in the statute matter in practice:
- Future-effective consents: A director can sign a consent that takes effect at a later time or on a specified event, up to 60 days after signing.
- Revocation: A consent can be revoked until it becomes effective.
- Filing: Once the action is taken, the consent must be filed with the board’s minutes, in the same paper or electronic form as those minutes.
The same rule applies to board committees. If your audit committee needs to approve something between meetings, it can act by unanimous written consent of its members.
Outside Delaware: MBCA §8.21 and your bylaws
Many states base their corporate statutes on the Model Business Corporation Act. Its written consent provision, §8.21, takes a similar approach: unless the articles of incorporation or bylaws provide otherwise, directors can act without a meeting if each director signs a consent describing the action.
State versions differ in the details, so check your state’s statute before relying on a template drafted for Delaware. Then check your own governing documents. Some bylaws restrict written consent or add conditions, and a consent that ignores them is open to challenge.
Written consent vs. a board meeting
The trade-off is between speed and deliberation. Here’s how the two compare on the points that matter to a corporate secretary.
| Unanimous written consent | Board meeting | |
|---|---|---|
| Approval threshold | Every director in office | Majority of directors present, if quorum is met (unless the charter or the bylaws require more |
| Notice | None required | Notice per bylaws, unless waived |
| Quorum | Not applicable | Required |
| Discussion | None on the record | Questions and debate recorded in minutes |
| Timeline | As fast as the slowest signer | Scheduling, notice period, meeting |
| Effect of one “no” or abstention | Action fails | Action can still pass |
| Record | The signed consent, filed with the minutes | Minutes of the meeting |
Both produce a binding board decision. If you want the broader picture of how board decisions are documented, see our guide on how board resolutions are drafted and passed.
When to use written consent, and when to call a meeting
Written consent works best when the board has already made up its mind. If the decision still needs a conversation, the consent is the wrong tool.
Good fits for written consent
- Officer appointments and resignations
- Bank account openings and signatory changes
- Routine approvals for subsidiaries in a multinational group
- Ratifying an action the board discussed and agreed on at its last meeting
- Time-sensitive financing or deal documents where terms were already approved in principle
- Tax elections and filings with a hard deadline
Subsidiary boards are the classic case. A US subsidiary of a European group may have three directors who are also group executives. They agree on the decision; they just can’t be in the same room this month. A consent is faster and cleaner than a call.
When to call a meeting instead
- The decision is contested: If one director has open questions, a consent pushes them to sign or block. A meeting lets them ask.
- A director has a conflict of interest: If a conflicted director can’t or won’t sign, unanimity breaks. Even if they do sign, a meeting record showing disclosure and independent approval is often the stronger evidence.
- The board needs to show its process: Major acquisitions, CEO removal and responses to a takeover offer are decisions where the record of deliberation matters. Directors’ duty of care is judged on the process they followed, and a one-page consent shows very little process.
- Your bylaws restrict it: Check before you draft.
A useful rule of thumb: if you’d expect a director to ask “what were the alternatives?”, hold the meeting.
Chasing signatures from directors in three time zones?
See how corporate secretaries run votes and e-signatures between meetings in DiliTrust Board Portal.
How to prepare and execute a unanimous written consent in 6 steps
Most consent problems come from process, not drafting. The six steps below follow the order a corporate secretary or General Counsel would work through.
Step 1: Check the charter and bylaws
Confirm that neither the certificate of incorporation nor the bylaws restrict action by written consent. Note any special requirements, such as a specific form, delivery method or a supermajority rule that applies to written consents.
Also confirm who is on the board today. Board composition changes, and a consent sent to last year’s director list is a common and avoidable error.
Step 2: Confirm every director can sign
Unanimity means every director in office. Before you circulate anything, ask:
- Is any director conflicted on this matter?
- Is anyone unreachable during the signing window (travel, leave, illness)?
- Is there a vacancy, and does your statute count only directors in office?
If you can’t get every signature, stop here and schedule a meeting. Finding out on day four that a director won’t sign wastes the time you were trying to save.
Step 3: Draft the consent
A clear consent has five parts: a heading, recitals, operative resolutions, a clause covering counterparts and electronic signatures, and signature blocks. The annotated template below shows each one.
Draft the resolutions as if a stranger will read them in three years, because one will. Name the counterparty, the amount, the document being approved and the officers authorized to sign. Vague authority (“the officers are authorized to take all necessary actions”) invites questions from banks and diligence teams.
Step 4: Circulate with background and a deadline
Send the consent with the supporting documents directors need to make an informed decision: the term sheet, the bank form, the officer’s CV. A consent signed without information is still a decision made without information.
Set a clear response deadline and name one person who collects signatures. Directors should know where to send questions before they sign.
Step 5: Collect signatures and fix the effective date
Signatures can come back on separate copies (counterparts), on paper or electronically, as long as your statute and governing documents allow it.
In practice, the action takes effect when the last required consent is delivered. If the consent specifies a later effective time, Delaware allows that within the 60-day window. Track who has signed and when, and don’t treat the action as approved until you have every signature.
Never backdate signatures. An “as of” date that doesn’t match when directors actually signed creates exactly the kind of record that gets challenged. If a past action was defective, talk to counsel about ratification (Delaware has a statutory procedure in DGCL §204) instead of rewriting dates.
Step 6: File it with the minutes
Delaware requires the signed consent to be filed with the minutes of board proceedings. Store the fully signed version, all counterparts and any e-signature certificates together.
Many boards also note consents taken since the last meeting in the next set of minutes, so the record reads as one continuous history. For what else belongs in that record, see what belongs in board meeting minutes.
Then test yourself: if an auditor asks for every consent the board signed in 2025, can you produce them in under five minutes?
Annotated unanimous written consent template
Use this skeleton as a starting point. It’s an outline, not legal advice, and should be adapted to your state law and governing documents.
What happens if one director won’t sign
The action fails. A unanimous written consent with nine of ten signatures has no legal effect as a board action.
That doesn’t mean the decision is dead. Call a meeting, where a majority of directors present can approve it once quorum is met, unless the charter or bylaws require more. The holdout’s concerns go on the record, which is usually better for everyone.
If a director has signed and changes their mind, Delaware lets them revoke their consent until it becomes effective. Once the last signature is in, the window closes.
Board consent vs. stockholder consent
This is the distinction most people get wrong. Board action by written consent and stockholder action by written consent follow different rules.
| Board written consent | Stockholder written consent | |
|---|---|---|
| Delaware statute | DGCL §141(f) | DGCL §228 |
| Threshold | All directors | Holders of the minimum votes needed to approve at a meeting where all shares vote |
| Can the charter limit it? | Yes (charter or bylaws) | Yes (certificate of incorporation) |
| Notice afterward | Not required | Prompt notice to non-consenting stockholders if less than unanimous |
| Collection window | No statutory window | Enough consents must be delivered within 60 days of the first |
Under DGCL §228, stockholders don’t need unanimity. That makes stockholder consent a common tool for venture-backed and closely held companies, where a few holders control the vote. Make sure your template names the right body and cites the right section.
Do LLCs use unanimous written consents?
Yes, but the rules come from a different place. LLCs are governed by their operating agreement and the state LLC act, not the corporate statute.
Delaware’s LLC Act generally allows members and managers to act by written consent unless the LLC agreement says otherwise. The threshold is often set by the operating agreement and may be less than unanimous. If you manage both corporations and LLCs in a group structure, don’t reuse the corporate template for the LLC without checking its operating agreement first.
Are email approvals and e-signatures valid?
Electronic signatures are generally valid in the US. The federal ESIGN Act and the Uniform Electronic Transactions Act, adopted in most states, give them legal effect. DGCL §141(f) expressly allows consent “by electronic transmission,” and lets consents be documented, signed and delivered in any manner permitted by DGCL §116.
The harder question is evidence. A director replying “approved” to an email chain may satisfy the statute, but it’s weak proof of what exactly they approved. An e-signature platform gives you a signed copy of the precise document and a certificate showing who signed and when.
For anything a bank, regulator or acquirer will rely on, use a proper e-signature and keep the certificate with the consent.
How to run written consents for several boards without the email chase
If you’re the corporate secretary for a parent board and a dozen subsidiaries, the hard part isn’t drafting. It’s knowing which consents are out, who hasn’t signed, and where the signed versions ended up. Usually that lives in an inbox and a spreadsheet, and the risk is a consent filed with eleven of twelve signatures that nobody notices until due diligence.
With DiliTrust’s board portal software, you can run that process in the same place your board materials already live:
- Votes outside a meeting: Administrators create a vote that isn’t tied to any meeting, choose who takes part, attach the resolution document and set how long the vote stays open.
- Directors respond from anywhere: On the iOS and Android apps, directors can filter to their pending votes and vote offline. Their response syncs when they reconnect.
- E-signatures through your provider: The e-Signature connection hub links to providers such as DocuSign, Adobe Sign, Yousign and Signaturit. Signed documents and the provider’s audit trail come back into DiliTrust.
- One view of signature status: Signature Tracking shows which requests are pending and which are signed.
- Find past decisions fast: With Ask Lini, DiliTrust’s AI assistant, you can search across meetings and minutes and find the source document and page.
The result: when the bank asks for the signed consent or the auditor asks for every consent from last year, you send the file instead of rebuilding it.
Frequently asked questions
These are the questions corporate secretaries and General Counsels ask most often once a consent is on the table.
What is a consent in lieu of a meeting?
It’s another name for action by written consent. “In lieu of a meeting” means the signed document replaces the meeting that would otherwise be required to take the action.
Can a unanimous written consent be backdated?
No. Each director should date their signature on the day they sign. A consent can be made effective at a future time (in Delaware, up to 60 days out), but signatures shouldn’t be dated earlier than they were given.
What is the effective date of a unanimous written consent?
Unless the consent says otherwise, the action takes effect when the last required director’s consent is delivered. Delaware also allows a consent to take effect at a later time or event, within 60 days.
Does a unanimous written consent need to be notarized?
Corporate statutes generally don’t require it. Some banks or foreign registries may ask for a certified copy, often through a secretary’s certificate.
What’s the difference between a unanimous written consent and a board resolution?
A resolution is the decision itself. A unanimous written consent is one way to adopt it, without a meeting. The same resolution could be passed by a vote at a meeting and recorded in the minutes instead.
Can a board committee act by written consent?
Yes. In Delaware, §141(f) covers committees too, provided every committee member consents.
Use written consent for speed, never to skip the debate
A unanimous written consent is one of the most useful tools a corporate secretary has. It turns a six-week wait into a two-day signature round and, when validly adopted, it has the same legal effect as a meeting vote.
It also has a narrow lane. Use it when the board already agrees, document the decision as precisely as you would at a meeting, and file it where you can find it. When the decision needs a real conversation, hold the meeting.
Want to see how DiliTrust handles votes and signatures between meetings?
