Written Resolution in Lieu of Meeting

Written Resolution in Lieu of Meeting: a practical guide

A Written Resolution in Lieu of Meeting is a document that records decisions adopted by a company’s board, members, or shareholders without holding a meeting. It identifies the company, the decision makers, the resolutions, and the date adopted.

What it's for

Companies use written resolutions to make decisions when gathering everyone for a meeting is impractical or unnecessary. Instead of recording a discussion in corporate meeting minutes, the decision makers sign or approve a written text of the resolutions, creating a record of what was decided and when.

This document is often used together with other company records. It may approve an LLC operating agreement amendment, authorize a share issue under a shareholder equity vesting agreement, consent to a transfer under a buy-sell share transfer agreement, or confirm routine matters such as opening a bank account. It sits in the company’s records alongside the minutes of formal meetings.

Whether a company may act by written resolution, how many signatures are needed, and which decisions require a meeting differ between countries, regions, and company types, and the company’s own constitution or operating agreement may set further rules. Check these requirements before relying on a written resolution, and ask a qualified lawyer for significant or disputed decisions.

Who uses it

• Directors of a small company approving routine business decisions.
• Members of an LLC adopting a decision under their operating agreement.
• Shareholders approving a share transfer, issue, or amendment to company documents.
• A company secretary or administrator preparing records for signature.
• Founders of a startup formalizing early decisions without holding a meeting.

Terms to decide on

Company name and registration number

Use the company’s full registered name and registration number exactly as they appear in official records. This identifies which company the resolutions belong to.

Board, members, or shareholders adopting it

State which body is acting, such as all directors, all members, or the shareholders. If only some of them are signing, check that the number of signatures meets the company’s requirements.

Resolutions adopted

Write each decision as a separate, numbered resolution in clear terms, such as authorizing a person to sign a contract or approving an amendment. Include amounts, names, and dates where relevant.

Date adopted

Record the date the resolutions take effect. If signatures are collected over several days, state whether the date is when the last required signature was given.

Basis for acting without a meeting

Refer to the provision of the company’s constitution, bylaws, or operating agreement that allows written resolutions. This helps later readers see why no meeting was held.

Signatures and records

Each signing person should be named with their role. Details about counterparts, electronic signatures, or where the signed copy is kept can go in “Additional Terms & Provisions.”

Common mistakes

• Using a written resolution for a decision that the company’s rules require to be made at a meeting. Check the constitution or operating agreement first.
• Collecting fewer signatures than required. Confirm whether unanimous or majority approval is needed.
• Writing resolutions too vaguely to act on. State who is authorized, for what, and within what limits.
• Leaving the adoption date unclear when signatures arrive on different days.
• Using an outdated company name or registration number. Copy them from current official records.
• Failing to file the signed resolution with the company’s records or to make any filing that local rules require.

Before you sign

• Confirm the company’s registered name and registration number.
• Check the constitution, bylaws, or operating agreement for rules on written resolutions.
• Confirm who must approve the resolutions and how many signatures are required.
• Review each resolution for clear wording, names, amounts, and dates.
• Agree how the adoption date will be determined if signatures are collected separately.
• Check local requirements for recording or filing the resolution, and ask a qualified lawyer for significant decisions.