Company and investment
Board consent
The document recording a decision taken by directors or shareholders without holding a meeting. It sets out the resolutions being passed, who is passing them, and the date they take effect, and it is signed rather than minuted. Whether decisions may be taken this way at all, and what majority is needed, is set by company law and by the company's own constitution rather than by the document.
- In the catalogue
- Company and investment
- Where it can live
- Any of the 184 governing laws
Who uses one
- Companies approving routine matters between board meetings.
- Startups issuing shares, appointing officers or approving agreements.
- Small companies whose directors and shareholders are the same handful of people.
What you are deciding
- What is being decided, written as resolutions
- Whether it is a board or a shareholder decision
- Who has to sign, and what majority is required
- The date the decision takes effect
- What background the resolutions refer to
- Whether any interests have to be declared first
- What is attached — agreements, share certificates, schedules
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The company and the body deciding
- 2Background
- 3Declarations of interest
- 4The resolutions
- 5Effective date
- 6Signatures
- 7Attachments
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- board consent
- written resolution
- unanimous written consent
- board resolution
- directors resolution
- shareholder written resolution
Questions people ask
- Can every decision be taken in writing?
- No. Company law and a company's own constitution reserve some decisions for meetings, and some require particular notice or majorities. The document records the decision; the rules come from elsewhere.
- Does everybody have to sign?
- It depends. Some systems require unanimity for written board decisions while allowing a stated majority for shareholder resolutions. The company's constitution is where that is checked.
- Where are these kept?
- With the company's records. Signed consents form part of the statutory books, and they are among the first things asked for in any diligence process.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds