What is a Consent Resolution? Meaning and Template

What is a Consent Resolution?

A Consent Resolution is a resolution passed/approved/adopted by the Board of Directors / Shareholders of a company without holding a physical meeting.

How to pass a consent resolution?

If the consent resolution has to be passed by the board of directors, then any one or more directors has to send the consent resolution form to the other directors for their approval by signing the same and returning it after signing.

Likewise, in case of passing of resolution by the shareholders of a company, any one or more shareholders has to send the consent resolution form to the other shareholders for their approval by signing it and returning the same after signing.

It should also be noted that the director(s)/shareholder(s) who sends the resolution also have to sign the same.

While drafting the resolution, the resolution must be detailed in a manner which is clear in understanding for all.

Minutes of the Resolution

Once the resolution is passed/approved/adopted by the directors or shareholders unanimously and all the signed consent resolution forms have been received, it has to be noted in the Minutes Book of the company. Which will further enable it as a proper evidence of the resolution approved.

Benefits

(1) Avoiding a formal meeting between directors and shareholders so as to save time and money of the company and persons involved.

(2) It would be very beneficial for the large scale organisation as they will not have to make any major arrangement for the meeting and all.

Demerits

As no physical interaction happens, the director/shareholder who wants to have a say on the action for which approval is sought, will not be able to do so.

Consent Resolution Template

Members’ Consent Resolution

The undersigned Member - Mr. / Ms. ...................., hereby gives his/her consent to adopt the following resolution and agree that the action mentioned as below can be taken without convening a physical meeting:

RESOLVED THAT ...........................................................................................................

RESOLVED FURTHER THAT ........................................................................................

Date: ....................                                                      Signature: ...........................

Place: ...................                                                 Member Name: ...................................