Corporate Resolution

When you run a company with multiple people making decisions together, most of the time you hold a meeting. Someone sends out notices, people show up, and you vote.

But companies do not always vote in rooms. Often, the person in charge sends out a paper—physical or digital—asking everyone to sign and say yes or no. That paper is called a corporate resolution, or written consent. It records the decision with the same force as if everyone had been in a room together.

The rule sounds simple. The law you follow is not.

What the law actually asks for

Every company that incorporates in Delaware (which is the standard choice) must follow two different sets of rules. One rule governs directors. The other governs shareholders. If your company is a limited liability company—an LLC—the rules are slightly different again.

The reason the rules differ is that directors and shareholders have opposite numerical requirements. This is the single most misunderstood part of written consent.

For directors, Delaware law says this (8 Del. C. § 141(f)): "Any action required to be taken at any meeting of the Board of Directors... may be taken without a meeting if the action is taken by all members of the board." The law does not hide this. It says "all members." If you have seven directors, all seven must sign. If six of them sign and one refuses, the entire decision is void. A single person can stop the entire company from acting.

The document you create for this is called a board resolution or directors' resolution.

For shareholders, the rule in Delaware is different (8 Del. C. § 228). Shareholders can take action by written consent "if the written consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting." This means you do not need everyone. You need only enough votes to pass, the same as if you held a meeting and voted. If a shareholder owns 40% of the company and agrees, but the other 60% refuses, the decision passes. The 60% cannot stop it.

The document is called a shareholder resolution or shareholder written consent.

For LLCs, the law is unusual. Delaware's LLC statute (6 Del. C. § 18-302 and § 18-402) allows members and managers to take action by written consent in exactly the same way as shareholders. But the law does not use the word "resolution." There is no legal document called a "corporate resolution" for an LLC. Instead, the LLC Act treats written consent as a contract matter. Your operating agreement says how the LLC will act and what votes it needs. If the agreement is silent, the default rule is that members can act by written consent if they have the same majority that would pass at a meeting.

The two paths: directors versus shareholders

This matters because most companies have both directors and shareholders, and a single decision might require consent from one, the other, or both.

Directors' consent is what the owners of the company (the shareholders) hand to someone else. The directors are hired to run the company day-to-day. The shareholders hire directors and set broad policy.

A directors' resolution covers decisions like:

• Hiring or firing the company's top officer (the CEO).
• Approving a loan or a major purchase.
• Declaring that the company will issue new shares.
• Changing the company's bank account.
• Amending the bylaws that govern how the board operates.

A shareholders' resolution covers decisions that affect ownership. Examples include:

• Electing or removing a director.
• Approving a merger or acquisition.
• Splitting, combining, or creating new shares.
• Dissolving the company.
• Adopting or amending the certificate of incorporation (the charter document, which Delaware calls a certificate, not articles).

The reason directors' consent is much stricter (requiring all signatures, not just a majority) is that a single director is trusted to run the company on behalf of all shareholders. If five directors out of seven vote to fire the CEO, the law says the other two directors must also agree, otherwise the decision does not happen.

🇺🇸 If you are a U.S. person

You can use written consent to make company decisions. The rules are the same whether you live in Delaware, Texas, or anywhere else in the United States. Residency does not change the requirement.

For directors' consent: Every single director must sign the written consent form. If you have one director, that director signs. If you have five directors, all five must sign. The consent does not take effect until the last person signs. You keep the signed copy in the company's records book.

For shareholders' consent: Only enough shareholders to pass the decision need to sign. If you and one other person each own 50% of the company, you both need to sign. If you own 60% and another person owns 40%, only you need to sign. The shareholder who owns the other 40% does not have to agree. The law requires you to give notice to any shareholder who did not sign, but you can proceed without their approval.

There is one important timing rule. For shareholder written consent, Delaware requires that you reach the minimum vote count within 60 days of the first signature. If the first shareholder signs on Monday, you have 60 days to get the remaining votes.

The consent document itself can be paper or electronic. Many companies send a PDF by email and ask people to sign electronically or print, sign by hand, and send back. Both are legal as long as you can prove who signed.

🌏 If you are not

The rules are the same. Where you live does not matter. Whether the director or shareholder lives in Delaware or lives in another country, the consent requirements do not change. A director living in Seoul must still sign along with all other directors if it is a directors' resolution, or a shareholder living in Seoul can act alone if they own 51% and it is a shareholders' resolution.

The difference is that non-residents often use commercial registered agents and mail forwarding services to handle physical documents. If directors are scattered across multiple countries, many companies ask each director to sign electronically—a PDF signature, or DocuSign, or similar. Delaware law does not prefer one method over another. What matters is that you have signed proof that the person consented.

For LLCs, if you are a non-resident and your operating agreement gives you voting power as a member, you can participate in written consent exactly as a U.S. person can. The operating agreement—not your residency—decides whether you need unanimous agreement or just a majority.

When the rules are the same

The common pattern is the same across all three: written consent works, it is legal, and you keep the signed document in your company's records.

Common mistakes

For directors

• Counting a 6-out-of-7 vote as a win and thinking the resolution passes. It does not. All seven directors must sign.
• Forgetting that a director who does not respond is not the same as a director who refuses. If one director does not return your email, the resolution is still blocked until they sign or formally resign.
• Losing track of when signatures arrived. A dated resolution protects you if someone later claims the decision was never approved.

For shareholders

• Assuming that minority shareholders must sign because they are minority. They do not. The law requires only the votes needed to pass.
• Failing to notify shareholders who did not sign. Many states, including Delaware, require prompt written notice to shareholders who did not participate in the consent. Not sending it can give those shareholders grounds to challenge the decision.
• Thinking a consent can sit unsigned indefinitely. Delaware's 60-day window is strict. After 60 days, you cannot add new signatures and expect them to count toward that same resolution.

For LLCs

• Treating an LLC resolution like a corporation resolution. LLCs do not have a legal document called a resolution. Instead, an LLC follows its operating agreement. If the agreement says a majority of members must consent, that is the rule that applies. If it says unanimous, then all members must sign.

FAQ

What is the difference between a directors' resolution and a shareholders' resolution?

Directors run the company day-to-day. Shareholders own the company. A directors' resolution is a decision by the people running it. A shareholders' resolution is a decision by the people who own it. Most major decisions—selling the company, borrowing money, hiring a CEO—need one or the other, and sometimes both.

If I own 100% of the company, do I need to sign as both director and shareholder?

Yes, if you hold both roles. If you are the sole shareholder and sole director, you must sign twice: once as the director approving a business decision, and once as the shareholder approving anything that affects ownership. In practice, this means signing the same document twice with different titles.

Can I use a signature on a PDF instead of a physical signature?

Yes. Delaware law does not require ink or a specific method. An electronic signature, a DocuSign signature, an email saying "I approve this," or a scanned handwritten signature all count. What matters is that you can prove the person signed.

What if a director refuses to sign a resolution?

If it is a directors' resolution, the decision does not happen. All directors must agree. If a director refuses or does not respond, the consent blocks the entire company from acting. Your only options are to remove the director (which itself requires a shareholders' vote) or to hold a formal board meeting instead, where you can remove them by majority vote.

Can shareholders override directors by written consent?

Yes and no. Shareholders can remove a director and elect a new one. That is a shareholders' resolution. Shareholders can also pass a shareholders' resolution that sets broad policy. But once that policy is set, the directors make day-to-day decisions, and shareholders cannot override them unless shareholders take action again. In practice, a shareholder who disagrees with directors' decisions can try to remove them and elect new directors.

How long do I keep a written consent after it is signed?

Keep it forever. Written consents are corporate records. Delaware law requires that you keep them with your minutes and resolutions. If someone sues your company ten years from now and claims a decision was never really approved, that signed resolution is your proof.

My LLC operating agreement does not say anything about written consent. What happens?

Delaware's default rule for LLCs is that members can act by written consent if they have the same votes that would pass at a meeting—usually a majority. But the safest approach is to check your operating agreement or ask a lawyer what it says about member consent. Different agreements have different rules.

Can I email a resolution and ask people to reply-all instead of signing a formal document?

An email reply is technically written consent, but it is risky. Use a signed document instead, whether by hand or electronically, so there is no ambiguity later.