---
title: "Delaware board action by unanimous written consent"
url: "https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-board-written-consent"
type: "precedent"
site: "AI Law Framework"
id: "a1-us-board-written-consent"
area_id: "A1"
kind: "other"
ai_level: "yellow"
version: 1
task_ids: ["A1-T1-R9", "A1-X20260927-7", "A1-T1-R7"]
law_stated_as_at: "2026-10-22"
---

# 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.

Canonical page: https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-board-written-consent  
Law stated as at: 2026-10-22

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

## Key facts

- Kind: Other. A precedent that fits none of the other kinds.
- Practice area: [Commercial & Corporate Advisory](https://ailawframework.com/precedents/commercial-and-corporate-advisory.md)
- Jurisdictions: United States
- AI level: Yellow. You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at: 2026-10-22
- Status: Maintained. Checked on 2026-10-22 against the 3 authorities it cites, for United States.

## 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](https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-board-resolutions-and-minutes-from-the-meeting-papers.md)
- [Build the signing and authority pack for a corporate execution](https://ailawframework.com/practice/commercial-and-corporate-advisory/build-the-signing-and-authority-pack-for-a-corporate-execution.md)
- [Prepare board and shareholder papers for a share issue, buy-back or capital reduction](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-board-and-shareholder-papers-for-a-share-issue-buy-back-or-capit.md)

## 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

## Authorities

- [Delaware General Corporation Law § 141(f) (board or committee action without a meeting)](https://delcode.delaware.gov/title8/c001/sc04/index.html)
- [Delaware General Corporation Law § 141(e) (directors' good-faith reliance on records, information and opinions)](https://delcode.delaware.gov/title8/c001/sc04/index.html)
- [15 U.S.C. § 7001 (electronic signatures in interstate commerce)](https://www.law.cornell.edu/uscode/text/15/7001)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-board-written-consent and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

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