🏛️ Corporate Resolution (Action by Written Consent) Template — Free Template

A written consent that records a decision of a corporation's board or an LLC's members or managers without holding a meeting — for example opening a bank account, approving a contract, appointing officers or authorizing a loan.

Who needs this

Corporations and LLCs that need a signed record of a decision — often requested by banks, lenders, landlords and buyers.

What it covers

  • Company, entity type and approving body
  • Waiver of meeting by written consent
  • The resolutions adopted
  • Authority for named officers or managers
  • Ratification of prior acts
  • Counterparts and electronic signatures
  • Signature line for every consenting signer

Template clauses

1. Action Without a Meeting

The undersigned, being all of the {{#when approving_body=board}}directors{{/when}}{{#when approving_body=members}}members{{/when}}{{#when approving_body=managers}}managers{{/when}} of the Company, a {{#when entity_type=corporation}}corporation{{/when}}{{#when entity_type=llc}}limited liability company{{/when}} organized under the laws of the State of {{governing_law}}, waive any requirement of a meeting or prior notice and adopt the following resolutions by written consent, to the extent permitted by the Company's governing documents and applicable law.

2. Recitals

{{recitals}}

3. Resolutions

RESOLVED, {{resolution_text}}

4. Authorization

FURTHER RESOLVED, that {{authorized_persons}} are each authorized, in the name and on behalf of the Company, to sign all documents and take all actions they consider necessary or appropriate to carry out the foregoing resolutions.

5. Ratification

FURTHER RESOLVED, that any action previously taken by an officer, manager or authorized person of the Company that is consistent with the purposes of these resolutions is ratified, confirmed and approved.

6. Governing Law and Records

This consent is governed by the laws of the State of {{governing_law}}. It may be signed in counterparts and by electronic signature, each of which is an original, and shall be filed with the Company's records.

FAQ

Does every director or member have to sign?

Often, yes. Many states and governing documents require written consents to be unanimous unless the articles, bylaws or operating agreement allow otherwise. Check those documents and your state's rules before relying on fewer signatures.

What's the difference between a resolution and minutes?

Minutes record what happened at a meeting. A written consent replaces the meeting entirely — the decision is effective once the required signers sign.

Will my bank accept this?

Many banks and lenders accept a written consent, but some require their own form or a secretary's certificate. Ask them before signing.

Is this template legally reviewed?

The wording has not been reviewed by an attorney. iContract is document software, not a law firm, and this template is not legal advice.

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