Other · Commercial & Corporate Advisory
Delaware stockholder action by written consent
Written consent of stockholders of a Delaware corporation under DGCL § 228. The consent must carry the votes that would have been required if every share entitled to vote had been present and voted, and non-signers are notified if consent is not unanimous.
- 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 2 authorities it cites, for United States.
- Version
- 1
- Source
- Written for this library
When to use it
Use when stockholders of a Delaware corporation will act without a meeting, and the certificate of incorporation does not take away that right. Do not use it as a board consent. For a corporation of another state, use that state's statute.
Used for these tasks
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 prepare the consent from the approved resolutions and the stock ledger, and list holders who have not yet signed. The lawyer checks the certificate, the voting standard and the notice to non-signers.
AI may
- Build a holder schedule from the stock ledger showing shares and votes needed for the action
- Populate the consent text from resolutions the lawyer has already approved
- List holders who would be entitled to notice of a meeting and have not consented
AI must not
- Must not treat a majority of shares outstanding as enough without calculating the § 228 minimum
- Must not state that the certificate permits consent unless the lawyer has read the certificate
- Must not send the prompt notice to non-consenting holders
The lawyer checks
- Certificate read: it does not remove or limit action by consent for this matter
- Consents from enough votes are delivered within 60 days of the first delivery, to a place § 228(d) allows
- If consent is less than unanimous, prompt notice goes to non-consenting holders of record who would have been entitled to notice of a meeting
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
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