A Unanimous Written Consent (UWC) allows for fast board approval on non-controversial items like routine stock grants. The key is to 'pre-wire' the decision with directors before sending the formal document. Always use a proper legal template, get 100% of signatures, and maintain meticulous records to avoid issues in future financing rounds.
Key takeaways
- Use written consents only for routine, non-controversial actions where you have 100% agreement.
- Never surprise your board. 'Pre-wire' every consent with an informal email or message to get buy-in first.
- Board meetings are for strategy and debate. UWCs are for administrative execution.
- Vague approvals are worthless. Be hyper-specific in the 'RESOLVED' clauses with names, dates, and numbers.
- 'Almost unanimous' is not a thing. If you don't get all signatures, the action is invalid.
- Maintain a pristine digital record of all signed consents. Your next due diligence depends on it.
You need to grant stock options to a critical engineer who starts Monday. Your next board meeting is six weeks away. Waiting isn't an option, but scheduling an emergency board meeting is a coordination nightmare.
This is the exact scenario a Unanimous Written Consent (UWC)—often just called a “written consent”—is for. It’s a legal document that allows your board to take official action without holding a formal meeting. As long as every director agrees in writing, the action is as valid as a vote in the boardroom.
For early-stage founders, the UWC is a critical tool for operational speed. Used correctly, it allows you to handle routine but essential matters quickly, preserving precious board meeting time for genuine strategic discussion, not administrative box-checking.
The rule is simple: use written consents for actions that are non-controversial, time-sensitive, and have clear, unanimous agreement. Using a UWC for anything else creates more problems than it solves.
Agreement is 100% certain. You have already socialized the topic and have a verbal or informal 'yes' from every single director.
No discussion is needed. The action is administrative or the execution of a previously decided strategy.
It's time-sensitive. You need approval faster than a meeting can be scheduled.
Approving standard stock option grants for new non-executive hires.
Entering into a routine commercial agreement under a certain threshold (e.g., less than $50,000 in annual value).
Approving a small extension to a financing round on terms the board has already greenlit.
There is any potential for dissent. A UWC is not for debate. If one director has questions, you need a meeting.
The topic is strategic or complex. Pivoting, approving the annual budget, firing an executive, deciding between term sheets, or authorizing layoffs requires real-time discussion.
You need a record of deliberation. For sensitive decisions like setting the 409A valuation or approving a down-round, you want detailed board minutes…
Your…
Frequently asked questions
- What happens if one director refuses to sign?
- The written consent is void. You must schedule a board meeting to discuss and vote on the matter. A refusal to sign is a strong signal that a real-time conversation is necessary.
- Can we just use an email chain as a written consent?
- No. An email chain is not a formal legal document and will be rejected during due diligence. You must use a properly formatted consent document, collect signatures, and save it as an official record.
- How long do we have to get all the signatures?
- While state laws vary, you should aim to get all signatures within a few days. If it's taking weeks, it's a sign the issue may not be as 'non-controversial' as you thought, and a meeting might be better.
- Who signs the written consent?
- All members of the Board of Directors must sign. Board observers do not sign. The consent only becomes effective after the final director has signed.
