A Written Resolution In Lieu Of Annual General Meeting is utilized when companies need to obtain shareholder approval for annual matters but wish to avoid the logistics and expense of conducting a physical meeting. This document is particularly useful for companies with few shareholders or those seeking efficient decision-making processes. Under U.S. corporate law, particularly in states like Delaware, such written consents are legally equivalent to votes taken at a formal meeting, provided they receive the required number of shareholder approvals. The resolution must typically be signed by shareholders representing at least the minimum voting power required for the specific actions being approved.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let ¶¶Òõ¶ÌÊÓƵ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Header Information: Company name, registration details, and date of resolution
2. Recitals: Background information explaining why the written resolution is being used in lieu of an annual general meeting
3. Resolution Text: Specific matters being resolved including standard annual meeting items such as financial statements approval, director appointments, and other regular business
4. Voting Information: Number of shares voted and percentage of ownership represented in the written consent
5. Signature Block: Shareholder signatures, dates, and verification of sufficient voting power
1. Waiver of Notice: Section waiving formal notice requirements when permitted by bylaws or state law
2. Certificate of Secretary: Official certification by corporate secretary verifying the resolution's validity and compliance with corporate requirements
3. Ratification of Prior Acts: Section ratifying actions taken by officers and directors since the last annual meeting
1. Schedule A - List of Shareholders: Comprehensive list of all shareholders and their respective holdings participating in the written consent
2. Schedule B - Voting Record: Detailed breakdown of votes cast by each shareholder and calculation of total voting percentage
3. Exhibit 1 - Supporting Documents: Any referenced documents requiring shareholder approval such as financial statements, auditor reports, or other corporate documents
Authors
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Find the exact document you need
Shareholders Resolution Approving Voluntary Dissolution Of The Company
A U.S. corporate resolution documenting shareholders' approval to voluntarily dissolve the company under applicable state and federal laws.
find out more
Written Resolution In Lieu Of Annual General Meeting
A U.S. legal document allowing shareholders to make decisions without holding a physical annual general meeting.
find out more
Resolution In Lieu Of A Shareholders Meeting
A U.S. legal document allowing shareholders to take action through written consent instead of holding a formal meeting.
find out more
Resolution Of Shareholders Meeting
A U.S. corporate document recording formal decisions made by shareholders during an official meeting, complying with federal and state regulations.
find out more
General Meeting Resolution For Appointment Of Director
A U.S. corporate resolution documenting the shareholders' appointment of a new director at a general meeting.
find out more
Resolution Of The Sole Shareholder
A U.S. corporate document recording formal decisions made by a company's single shareholder.
find out more
Resolution By Shareholders
A U.S. legal document recording formal decisions made by company shareholders in accordance with federal and state corporate laws.
find out more
Board Resolution For Approval Of Shareholders Agreement
A formal U.S. corporate document recording the board's approval of a shareholders agreement and authorizing its execution.
find out more
Unanimous Resolution Of Shareholders
A U.S. corporate document recording decisions unanimously approved by all shareholders without a formal meeting.
find out more
Circular Resolution Of Shareholders
A U.S. corporate document enabling shareholders to approve actions through written consent without a physical meeting.
find out more
Shareholder Special Resolution
A U.S. corporate document recording shareholder decisions requiring supermajority approval under federal and state laws.
find out more
Ordinary Resolution Of Shareholders
A U.S. corporate document recording shareholder decisions made by simple majority vote for routine business matters.
find out more
General Meeting Resolution
A formal U.S. corporate document recording decisions made during a company's general meeting.
find out more
³Ò±ð²Ô¾±±ð’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)