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

# 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…

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

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

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.

## 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 2 authorities it cites, for United States.

## 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

- [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 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

## Authorities

- [Delaware General Corporation Law § 228 (stockholder consent in lieu of a meeting)](https://delcode.delaware.gov/title8/c001/sc07/index.html)
- [Delaware General Corporation Law § 213(b) (record date for a consent)](https://delcode.delaware.gov/title8/c001/sc07/index.html)

## 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-stockholder-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.*