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Unanimous Written Resolution Template
Approve corporate or LLC actions without a meeting using this Unanimous Written Resolution Template.
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Unanimous Written Resolution Template
Entity Name: [Company/LLC Name]
Entity Type: ☐ Corporation ☐ LLC ☐ Nonprofit ☐ Partnership ☐ Other: [Type]
State/Country of Formation: [State/Country]
Principal Address: [Address]
Date: [Date]
Approving Group (Select One): ☐ Board of Directors ☐ Shareholders ☐ Members ☐ Managers ☐ Partners
1. Written Consent Without Meeting
1.1 The undersigned, being all of the members of the approving group listed above (the “Approving Group”), hereby consent in writing to adopt the following resolution(s) without a meeting, pursuant to the Entity’s governing documents and applicable law.
1.2 This written consent shall be effective as of [Effective Date], unless another effective date is stated in a specific resolution below.
2. Resolution(s)
2.1 Resolution Title: [Example: “Authorization to Open a Bank Account”]
2.2 Resolved, that:
[Insert the full resolution text, clearly describing the action being approved.]
2.3 Authorized Signer(s) (Optional):
[Name], [Title/Role]
[Name], [Title/Role]
2.4 Conditions/Limitations (Optional): [Any limitations, approvals, spending caps.]
3. Recordkeeping
3.1 This Unanimous Written Resolution will be filed with the Entity’s records and maintained as an official action of the Approving Group.
Signatures
By signing below, each member of the Approving Group consents to and approves this Unanimous Written Resolution.
Signer #1: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________
Signer #2: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________
Signer #3 (Optional): [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________
Signer #4 (Optional): [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________
Witnesses (If Required)
Witness Name: [Name]
Date: [Date]
Signature: ___________________________
Notary / Notarization (Optional)
State of [State]
County of [County]
On [Date], before me, [Notary Name], personally appeared [Signer Name(s)], known to me (or satisfactorily proven) to be the persons whose names are subscribed to this Unanimous Written Resolution, and acknowledged that they executed it for the purposes stated.
Notary Public Signature: _______________________
My Commission Expires: _______________________
Notary Seal (if applicable): ___________________
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Unanimous Written Resolution Template
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For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
UNANIMOUS WRITTEN RESOLUTION TEMPLATE FAQ
What is a unanimous written resolution?
A Unanimous Written Resolution is a document signed by all required decision-makers (such as directors, shareholders, or LLC members) to approve an action without holding a formal meeting. It creates an official record while saving time.
Who can use a unanimous written resolution?
Corporations can use it for board or shareholder actions if allowed by bylaws and applicable law. LLCs can use it for member or manager actions if allowed by the operating agreement. This template includes flexible options so you can label the approving group correctly.
What types of actions can be approved this way?
Common examples include: opening a bank account, appointing officers, entering major contracts, approving share issuances, authorizing loans, or adopting policies. Any action that normally requires a vote can often be approved by unanimous consent in writing.
Does it need to list a meeting or quorum?
No meeting is held. Instead, the resolution states that unanimous consent is given in writing and is effective as of a specified date. This template includes that language and a signature block for all required signers.
Is notarization required?
Usually not, but banks or counterparties may request it. This template includes an optional notarization section.
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