Other · Commercial & Corporate Advisory
Delaware board action by unanimous written consent
Unanimous written consent for the board of a Delaware corporation, under DGCL § 141(f). Every director, or every member of the committee, must consent. The certificate and bylaws are read first.
- Kind
- Other. A precedent that fits none of the other kinds.
- Where it applies
- United States
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the 3 authorities it cites, for United States.
- Version
- 1
- Source
- Written for this library
When to use it
Use when the board or a board committee of a Delaware corporation will act without a meeting and the certificate of incorporation and bylaws allow action by consent. Do not use it for a stockholder action, or for a corporation formed under another state's law.
Used for these tasks
- Draft board resolutions and minutes from the meeting papers
- Build the signing and authority pack for a corporate execution
- Prepare board and shareholder papers for a share issue, buy-back or capital reduction
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may turn an approved minute of the decision into this consent and check that every director is listed. The lawyer reads the certificate and bylaws and confirms that what is written is the decision the board actually made.
AI may
- Populate the consent from the approved term sheet, board paper or written instructions
- List directors on the current records who have not yet been given a counterpart
- Check company name, state of incorporation and document titles against the corporate records
AI must not
- Must not record a director as consenting unless that director has signed or has given the consent in a way § 141(f) allows
- Must not decide whether the certificate or bylaws restrict action by consent
- Must not put confidential board papers into a tool whose terms allow training on inputs or retention outside the firm's approved environment
The lawyer checks
- Certificate and bylaws read for any restriction on consent, and for committee authority
- Every director entitled to act, or every member of the committee, has consented, and any future effective time is within 60 days and has not been revoked
- The signed consent is filed with the minutes in the same paper or electronic form as the minutes
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
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- read the whole precedent, with its drafting notes beside it;
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- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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- ASIC Form 388: copy of financial statements and reports
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All precedents for Commercial & Corporate Advisory · Tasks and AI use in this area