Written Resolution In Lieu Of Annual General Meeting Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Written Resolution In Lieu Of Annual General Meeting

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Written Resolution In Lieu Of Annual General Meeting

"I need a Written Resolution In Lieu Of Annual General Meeting for my Delaware corporation to approve the 2024 financial statements and reappoint our existing board of directors, to be effective March 15, 2025."

Document background
A Written Resolution In Lieu Of Annual General Meeting is utilized when companies need to obtain shareholder approval for annual matters but wish to avoid the logistics and expense of conducting a physical meeting. This document is particularly useful for companies with few shareholders or those seeking efficient decision-making processes. Under U.S. corporate law, particularly in states like Delaware, such written consents are legally equivalent to votes taken at a formal meeting, provided they receive the required number of shareholder approvals. The resolution must typically be signed by shareholders representing at least the minimum voting power required for the specific actions being approved.
Suggested Sections

1. Header Information: Company name, registration details, and date of resolution

2. Recitals: Background information explaining why the written resolution is being used in lieu of an annual general meeting

3. Resolution Text: Specific matters being resolved including standard annual meeting items such as financial statements approval, director appointments, and other regular business

4. Voting Information: Number of shares voted and percentage of ownership represented in the written consent

5. Signature Block: Shareholder signatures, dates, and verification of sufficient voting power

Optional Sections

1. Waiver of Notice: Section waiving formal notice requirements when permitted by bylaws or state law

2. Certificate of Secretary: Official certification by corporate secretary verifying the resolution's validity and compliance with corporate requirements

3. Ratification of Prior Acts: Section ratifying actions taken by officers and directors since the last annual meeting

Suggested Schedules

1. Schedule A - List of Shareholders: Comprehensive list of all shareholders and their respective holdings participating in the written consent

2. Schedule B - Voting Record: Detailed breakdown of votes cast by each shareholder and calculation of total voting percentage

3. Exhibit 1 - Supporting Documents: Any referenced documents requiring shareholder approval such as financial statements, auditor reports, or other corporate documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, governing corporate formation, operation, and governance including written consent procedures

Securities Exchange Act of 1934: Federal law governing public companies' securities trading and reporting requirements, including shareholder communications and voting

Sarbanes-Oxley Act of 2002: Federal legislation establishing enhanced corporate governance and financial disclosure requirements for public companies

State Corporation Laws: Specific corporate laws of the state where the company is incorporated, governing corporate operations and shareholder actions

Quorum Requirements: Legal requirements for minimum participation levels in corporate actions, including threshold for valid written consents

Notice Requirements: Legal obligations regarding timing and method of notifying shareholders about corporate actions and written consents

Corporate Bylaws Compliance: Company's internal governing rules that must be reviewed for specific requirements regarding written consents and annual meetings

Documentation Requirements: Legal obligations for maintaining proper corporate records, including filing and storing written consents and resolutions

Timing Requirements: Legal deadlines and time constraints for annual meetings, written consents, and related corporate actions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Shareholders Resolution Approving Voluntary Dissolution Of The Company

A U.S. corporate resolution documenting shareholders' approval to voluntarily dissolve the company under applicable state and federal laws.

find out more

Written Resolution In Lieu Of Annual General Meeting

A U.S. legal document allowing shareholders to make decisions without holding a physical annual general meeting.

find out more

Resolution In Lieu Of A Shareholders Meeting

A U.S. legal document allowing shareholders to take action through written consent instead of holding a formal meeting.

find out more

Resolution Of Shareholders Meeting

A U.S. corporate document recording formal decisions made by shareholders during an official meeting, complying with federal and state regulations.

find out more

General Meeting Resolution For Appointment Of Director

A U.S. corporate resolution documenting the shareholders' appointment of a new director at a general meeting.

find out more

Resolution Of The Sole Shareholder

A U.S. corporate document recording formal decisions made by a company's single shareholder.

find out more

Resolution By Shareholders

A U.S. legal document recording formal decisions made by company shareholders in accordance with federal and state corporate laws.

find out more

Board Resolution For Approval Of Shareholders Agreement

A formal U.S. corporate document recording the board's approval of a shareholders agreement and authorizing its execution.

find out more

Unanimous Resolution Of Shareholders

A U.S. corporate document recording decisions unanimously approved by all shareholders without a formal meeting.

find out more

Circular Resolution Of Shareholders

A U.S. corporate document enabling shareholders to approve actions through written consent without a physical meeting.

find out more

Shareholder Special Resolution

A U.S. corporate document recording shareholder decisions requiring supermajority approval under federal and state laws.

find out more

Ordinary Resolution Of Shareholders

A U.S. corporate document recording shareholder decisions made by simple majority vote for routine business matters.

find out more

General Meeting Resolution

A formal U.S. corporate document recording decisions made during a company's general meeting.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.