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Free Shareholder Consent Template
A shareholder consent records a decision made by a company's owners — electing or removing a director, amending the articles of incorporation, approving a merger or a sale of substantially all assets, or any other action that specifically needs shareholder approval rather than just the board's. Like a board resolution, it's most often passed by unanimous written consent instead of a live shareholder meeting.
It's a separate document from a board resolution template (see below) for a reason: directors approve management-level decisions, shareholders approve owner-level ones, and some actions genuinely need both. This template covers the shareholder side.
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Example: Unanimous Written Consent of the Shareholders
UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS OF [Company Name] The undersigned, being all of the shareholders entitled to vote of [Company Name], a [State/Jurisdiction] corporation (the "Company"), acting by unanimous written consent in lieu of a meeting as permitted under the Company's bylaws and applicable law, hereby adopt the following resolutions: RESOLVED, that [description of the action being approved — e.g. "[Director Name] is elected as a director of the Company, to serve until the next annual meeting or until a successor is duly elected"]. FURTHER RESOLVED, that the officers of the Company are authorized to take any further action necessary or appropriate to carry out the intent of the foregoing resolution. This Consent may be signed in counterparts, each of which is deemed an original, and is effective as of the date the last shareholder signs below. SIGNATURES Shareholder Signature: _______________________ Print Name: [Shareholder 1 Name] Shares Held: [Number of Shares] Date: _______________________ Shareholder Signature: _______________________ Print Name: [Shareholder 2 Name] Shares Held: [Number of Shares] Date: _______________________ [Add one additional signature block per shareholder]
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Start for free →Frequently asked questions
Does every shareholder need to sign, or just a majority?
Acting without a meeting almost always requires unanimous written consent, unlike a live vote where a majority can be enough — check your company's bylaws and state law, since some jurisdictions allow less-than-unanimous consent if the certificate of incorporation specifically authorizes it.
What kinds of decisions need shareholder approval instead of just the board?
Electing or removing directors, amending the certificate or articles of incorporation, and approving a merger, dissolution, or sale of substantially all the company's assets typically need shareholder approval — not just the board's. Routine operational decisions usually don't.
Is this different from the board resolution template?
Yes — a board resolution is signed by directors approving management-level decisions. This is signed by shareholders (owners) approving the decisions that specifically require owner-level approval. Some actions need both documents signed.
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