---
title: "Prepare a stockholders' written consent in lieu of a meeting"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-members-resolution-for-a-proprietary-company-with/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-12-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare a stockholders' written consent in lieu of a meeting

> From the decision the lawyer states and the stock ledger, prepare a consent that sets out the action, with a signature block for the holders whose votes the lawyer says are needed. Do not treat it as effective.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-members-resolution-for-a-proprietary-company-with/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the decision the lawyer states and the stock ledger, prepare a consent that sets out the action, with a signature block for the holders whose votes the lawyer says are needed. Do not treat it as effective. |
| What the lawyer must review | The lawyer confirms the certificate does not prohibit action by consent, settles the words, and decides whether the signatories hold at least the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote were present and voted. Section 228(c) requires consents from a sufficient number of holders to be delivered within 60 days of the first date a consent is delivered. The lawyer confirms delivery under § 228(d). |
| Written for | United States |
| Applies to | [Prepare a circulating members' resolution for a proprietary company with more than one member](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-members-resolution-for-a-proprietary-company-with.md) |

## Checking plan

- What the AI does: From the decision the lawyer states and the stock ledger, prepare a consent that sets out the action, with a signature block for the holders whose votes the lawyer says are needed. Do not treat it as effective.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Section 228 is not limited to a closely held corporation, and it is not a requirement that every stockholder sign, unless the certificate or the vote required for that action says so.
- Prompt notice to non-consenting stockholders is dealt with later in § 228. Read that subsection before the consent is treated as the last step.

## Sources

- [Delaware General Corporation Law, Subchapter VII, including § 228 Consent in lieu of a meeting](https://delcode.delaware.gov/title8/c001/sc07/index.html) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*