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Written Resolution In Lieu Of Annual General Meeting

Written Resolution In Lieu Of Annual General Meeting for the United States

Written Resolution In Lieu Of Annual General Meeting Template for United States

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Written Resolution In Lieu Of Annual General Meeting

"I need a Written Resolution In Lieu Of Annual General Meeting for my Delaware corporation to approve the 2024 financial statements and reappoint our existing board of directors, to be effective March 15, 2025."

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What is a Written Resolution In Lieu Of Annual General Meeting?

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.

What sections should be included in a Written Resolution In Lieu Of Annual General Meeting?

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

What sections are optional to include in a Written Resolution In Lieu Of Annual General Meeting?

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

What schedules should be included in a Written Resolution In Lieu Of Annual General 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

Alex Denne

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

alex.den.21@genieai.co
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Industries

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, governing corporate formation, operation, and governance including written consent procedures

Securities Exchange Act of 1934: Federal law governing public companies' securities trading and reporting requirements, including shareholder communications and voting

Sarbanes-Oxley Act of 2002: Federal legislation establishing enhanced corporate governance and financial disclosure requirements for public companies

State Corporation Laws: Specific corporate laws of the state where the company is incorporated, governing corporate operations and shareholder actions

Quorum Requirements: Legal requirements for minimum participation levels in corporate actions, including threshold for valid written consents

Notice Requirements: Legal obligations regarding timing and method of notifying shareholders about corporate actions and written consents

Corporate Bylaws Compliance: Company's internal governing rules that must be reviewed for specific requirements regarding written consents and annual meetings

Documentation Requirements: Legal obligations for maintaining proper corporate records, including filing and storing written consents and resolutions

Timing Requirements: Legal deadlines and time constraints for annual meetings, written consents, and related corporate actions

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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