# Corpl Written Consent

> Draft an action by written consent in lieu of a meeting — board or stockholder — with correct authority, recitals, resolutions, and signature formalities.

- Skill: `matrixx0070/corpl-written-consent` (Agent Skill)
- Install (CLI): `npx skillmds@latest add matrixx0070/corpl-written-consent`
- Raw SKILL.md: https://api.skillmd.com/api/skills/matrixx0070/corpl-written-consent/raw
- Safety review: pending (external: skill-scanner PASS, skillspector PASS)
- Works with: Claude Code, Claude.ai, OpenAI Codex
- Category: Productivity
- Author: Matrixx0070 (https://skillmd.com/u/matrixx0070)
- Updated: 2026-09-08
- Page: https://skillmd.com/skills/matrixx0070/corpl-written-consent

---


## When to use

Use this when the board or stockholders will act without holding a meeting — approving a financing, appointing officers, authorizing a transaction, adopting a plan. Written consent is fast, but only valid if the entity's governing documents and statute permit it and the signature/notice formalities are met exactly.

**Not for:** action taken at a meeting (use corpl-board-minutes); matters that statute or the charter require be done at a meeting; any consent for a conflicted, transaction-critical, or fiduciary-sensitive matter without attorney review. Written consents that bind the entity are reviewed and adopted by counsel before signature — this skill drafts, it does not authorize.

## Method

1. **Confirm written consent is permitted.** Check the entity's charter/bylaws (or operating/partnership agreement) and the governing statute. *Decision point:* if written consent is prohibited for this action or requires unanimity you can't obtain → stop and route to counsel; do not proceed.
2. **Determine the required threshold.** Board consents are commonly unanimous unless otherwise permitted; stockholder consents may allow less-than-unanimous action but often trigger notice to non-consenting holders — confirm both.
3. **Identify the signatories** — all directors, or the stockholders holding the required voting power — and confirm authority to sign.
4. **Draft recitals** stating purpose and any findings (e.g., that the action is in the corporation's best interest).
5. **Draft resolutions** in operative "RESOLVED, that…" form, one per action, precise and self-contained.
6. **Set signature formalities.** Dated signatures, counterpart and electronic-signature language if used, and the effective date/time.
7. **Handle post-consent notice.** For less-than-unanimous stockholder consent, prepare prompt notice to non-consenting stockholders. Route to counsel before circulation.

## Example

DE C-corp board action by unanimous written consent: appoint a new CFO and open a bank account. Confirmed bylaws permit board action by unanimous written consent (DGCL). Recital: board deems it in the Company's best interest. Resolutions: (1) RESOLVED, CFO appointed effective 7/1; (2) RESOLVED, treasurer authorized to open the account. Signature block for all five directors, counterpart + e-signature language, effective on last signature. Counsel reviewed before circulation.

## Pitfalls

- **Assuming written consent is available.** Some actions or entities require a meeting; check first.
- **Wrong threshold.** A board consent missing one director's signature (where unanimity is required) is void.
- **Skipping stockholder notice.** Less-than-unanimous consent usually requires prompt notice to non-consenting holders.
- **Vague resolutions.** "Approve the deal" isn't self-executing; name the action, parties, and effect.

## Output format

```
ACTION BY WRITTEN CONSENT — <Board | Stockholders> of <Entity>
Authority confirmed: charter/bylaws + statute — written consent permitted: Y/N
Required threshold: <unanimous board | X% stockholders>
Recitals:
Resolutions:
  RESOLVED, that <operative text>
Signatories: <all directors | consenting stockholders + voting power>
Signature formalities: dated / counterparts / e-signature / effective <date-time>
Post-consent notice (if less-than-unanimous stockholder): <to whom, when>
Attorney review before circulation: <name>
```

## Reference

Written-consent formalities: verify the charter/bylaws (or LLC/partnership agreement) and governing statute permit the action without a meeting; apply the correct threshold (board consents commonly unanimous; stockholder consents may permit less-than-unanimous action but trigger notice to non-consenting holders); use operative "RESOLVED, that…" resolutions; and observe dated-signature, counterpart, and effective-date requirements. File the executed consent in the minute book. Consents binding the entity are drafted "Privileged & Confidential" as applicable and adopted under attorney supervision.