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Whenever your corporation or limited liability company undertakes certain important actions those actions must be memorialized in resolutions of the board of directors, shareholders or LLC members.
In general, these actions can be approved in one of two ways: by having owners, directors, or members vote on a resolution at a meeting, or, if the company does not hold a meeting, through a document known as a "written consent." To enact a change, a written consent is drafted and the company representatives who would have approved the resolution at a meeting sign the document in turn.
Written consents are important evidence for many business purposes, including opening company bank accounts.
They are typically needed when:
- Changing LLC members or managers
- Changing corporate officers or directors
- Issuing stock to a new shareholder
- Opening a company bank account
- Merging the company with another company
- Selling the business or a substantial portion of its assets
incorporate.com can help.
incorporate.com can provide you with a written consent that you can use to approve important business decisions. Provide us with some basic information about your company and let us know what change you need to document. We'll complete the written consent using the information you furnish and email the document to you. You simply print it, have it signed, and store it with your company records.
In the case of opening a business bank account, incorporate.com can provide you with a written consent document naming the authorized signers for that account.
Learn moreFor more information about company changes and written consent documents, visit our Frequently Asked Questions section.
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Written Consent FAQs
- What is a Written Consent?
- Why should I complete Written Consents?
- Do I have to keep written consents for my business?
- What is the difference between a Written Consent and a Resolution?
- What Written Consents does incorporate.com provide?
- After I receive my written consent form from incorporate.com, are there any additional steps?
- After I purchase my written consent form from incorporate.com, can I make changes to it?
What is a Written Consent?
Written Consents are internal documents that are often used by directors in a corporation, or members or managers in a limited liability company (LLC), to grant consent to a decision or action, in writing. Part of adhering to corporate or LLC formalities is to keep track of all of the important decisions made by the company. A written consent typically takes the place of meeting minutes in order to record a final decision. The written consent is signed by all directors (or in some cases, by the sole shareholder) in a corporation or by the members and/or managers in an LLC, to show that they all have agreed to have the company take certain actions. The consent should be maintained with all other important corporate documents so that it can be referred to in the future.Back to Top
Why should I complete Written Consents?
- Some states may require meetings of the board of directors of a corporation in order for certain corporate actions to be approved, and a written consent takes the place of that meeting.
- They provide a paper trail for your business, showing all of the important decisions regarding the company that have been made, along with the approval of the other directors in a corporation or members or managers in an LLC.
- They help keep shareholders or members informed of decisions regarding the company.
- They may need to be provided to owners, the IRS, the courts, creditors, suppliers or other parties
- They may be requested with the rest of your corporate or LLC compliance items in the event of a sale of the company.
- They provide evidence that corporate formalities have been followed should anybody ever attempt to pierce the Corporate Veil.
Do I have to keep written consents for my business?
No, unless specifically stated in the incorporation or governing document for your company. But it is highly beneficial to keep written consents for the reasons discussed above. Consents provide a record that could help to protect your Corporate Veil in the event of a lawsuit or tax audit.Back to Top
What is the difference between a Written Consent and a Resolution?
The difference between a Written Consent and a Corporate Resolution is that a Written Consent is used when no meeting has occurred in order for the board or the members or managers of an LLC to approve corporate activity, whereas a corporate resolution is used in conjunction with a meeting (in the minutes) for directors or members or managers to approve a corporate activity.Back to Top
What Written Consents does incorporate.com provide?
incorporate.com can provide draft consents for you to use. Many customers use our Compliance Coaching service which provides coaches to help you with all internal documentation (including providing draft written consents). Please note, however, that our Compliance Coaches cannot provide you with specific legal advice.
If you only want to purchase one Written Consent, we can provide you with the following forms to meet your specific needs:
- Consent to open a bank account
- Consents to appoint, remove and replace members, managers, directors or officers
- Consent to issue stock
After I receive my written consent form from incorporate.com, are there any additional steps?
Yes, after you receive your written consent form all of the appropriate parties (directors or members or managers) will need to sign the document. At that point you will typically file the document with your corporate records, and also make a copy if you have to provide it to someone else (such as a bank).Back to Top
After I purchase my written consent form from incorporate.com, can I make changes to it?
Yes. This form is merely a draft that you can modify to meet you company?s needs. We will send you the Written Consent as a Microsoft Word document that you can edit. Remember, this is your internal documentation, so you should document what you feel is necessary for your company.Back to Top
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