Written Consent of Shareholders
(FL Corporation)

Summary

This written consent of shareholders template may be used for any action by which the shareholders of a Florida corporation act pursuant to written consent. This template includes practical guidance, drafting notes, and an alternate clause. Fla. Stat. § 607.0704 provides that unless the corporation's articles of incorporation preclude such action, the shareholders may act without a meeting with the written consent of shareholders sufficient to have approved such action had a meeting been called. Therefore, before using this template, review the articles of incorporation to 1) confirm that action by written consent is permitted, and 2) determine the necessary approval threshold for the action to be taken by written consent. Note that Fla. Stat. § 607.0704(3) requires that, within 10 days of the effectiveness of the action by written consent, the corporation must give notice of the action to any shareholders who did not consent or who were not entitled to vote on the matter. Such notice must contain a summary of the material elements of the consent and information regarding any appraisal rights that may be available under Fla. Stat. § 607.1302. For more information about the shareholders of a Florida corporation, see Corporation Stock and Stockholders (FL Corporation).