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Shareholder Consent Form for the United States

Shareholder Consent Form Template for United States

A Shareholder Consent Form is a legal document used in the United States that allows shareholders to take action without holding a formal meeting. It serves as written evidence of shareholder approval for corporate actions, complying with federal securities laws and state corporate laws. The document typically includes specific resolutions being approved, information about the consenting shareholders, and their respective voting powers.

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What is a Shareholder Consent Form?

A Shareholder Consent Form is utilized when corporations need to obtain shareholder approval for various corporate actions without convening a formal meeting. Under U.S. corporate law, particularly in jurisdictions like Delaware, written consent can substitute for in-person voting. The form documents the shareholders' approval of specific corporate actions, including changes to corporate structure, major transactions, or governance matters. It must comply with both federal securities regulations and state corporate laws, particularly regarding notice requirements and voting thresholds.

What sections should be included in a Shareholder Consent Form?

1. Action by Written Consent: Statement declaring that shareholders are acting by written consent in lieu of a meeting, including statutory authority

2. Resolution(s): Specific actions being approved by shareholders, clearly numbered and detailed

3. Authority: Statement confirming the authority of shareholders to take action by written consent under applicable laws and bylaws

4. Effective Date: Declaration of when the consent becomes effective and confirmation of sufficient voting power

5. Signature Block: Space for shareholder signatures, dates, and number of shares held/voted

What sections are optional to include in a Shareholder Consent Form?

1. Recitals: Background information explaining the context and purpose of the consent action

2. Notice Waiver: Optional waiver of notice requirements when shareholders agree to waive statutory notice periods

3. Ratification: Section for confirming and ratifying previous actions taken by the company or its representatives

What schedules should be included in a Shareholder Consent Form?

1. Schedule A - Shareholder Information: Detailed list of consenting shareholders, including names, number of shares owned, and percentage of voting power

2. Schedule B - Supporting Documents: Copies of relevant supporting documentation referenced in the resolutions

3. Exhibit 1 - Board Resolutions: Related board resolutions or recommendations that are referenced in or relevant to the shareholder consent

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Consent Form

Cost

Free to use
Clauses













Industries

Securities Exchange Act 1934: Federal law governing secondary trading of securities and establishing the SEC, requiring consideration for shareholder voting rights and disclosure requirements

Securities Act 1933: Federal law regulating the offering and sale of securities, including requirements for shareholder documentation and rights

Sarbanes-Oxley Act 2002: Federal law for public companies establishing enhanced corporate governance and financial disclosure standards, affecting shareholder rights and corporate accountability

Dodd-Frank Act: Federal law expanding financial regulations and corporate governance requirements, including provisions affecting shareholder rights and corporate transparency

State Corporation Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate formation, operation, and shareholder rights in respective jurisdictions

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities within each state

Articles of Incorporation: Company's foundational document establishing basic corporate governance structure and shareholder rights

Corporate Bylaws: Internal rules governing company operations, including procedures for shareholder meetings and consent

Shareholder Agreements: Existing agreements between shareholders defining rights, obligations, and procedures for corporate actions

SEC Regulations: Federal regulations regarding shareholder voting, consent procedures, and filing requirements (including Form 8-K and Regulation 14A)

Documentation Requirements: Legal requirements for written consent, record dates, notices, and signature authentication in shareholder actions

Voting Rights Framework: Specific provisions regarding share classes, voting rights, quorum requirements, and majority vs. unanimous consent rules

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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