Written Consent of Shareholders
(NJ Corporation)

Summary

This Written Consent of Shareholders (NJ Corporation) template may be used for any action by which the shareholders of a New Jersey corporation act pursuant to written consent. This template includes practical guidance, drafting notes and an optional clause. New Jersey law provides that any action required or permitted to be taken at a meeting of shareholders or by the corporation’s certificate of incorporation or bylaws may be taken without a meeting with the written consent of all the shareholders entitled to vote on the action. For any action regarding a merger of the corporation, such action may only be taken without a meeting if all shareholders consent thereto in writing or if all shareholders entitled to vote thereon consent in writing and the corporation provides advance notice to all other shareholders. N.J. Rev. Stat. § 14A:5-6(1). Therefore, before using this template you should review the certificate of incorporation and bylaws to determine whether they require a shareholders’ meeting for the contemplated shareholder action and the necessary approval threshold for the action to be taken by written consent. The action must be supported by written consent(s) of shareholders who would have been entitled to cast the minimum number of votes necessary to authorize such action at a meeting at which all shareholders entitled to vote on the matter were present and voting. N.J. Rev. Stat. § 14A:5-6(2). The record date for determining shareholders entitled to take action by written consent is the date the corporation first receives a signed written consent for the action delivered to its registered office in New Jersey, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. N.J. Rev. Stat. § 14A:5-7(2). Generally, any consent may be revoked at any time prior to the day on which the proposed action could be taken. To be effective, revocation must be in writing and received by the corporation at the place fixed for receipt of consents or, if none, at its principal office or headquarters. N.J. Rev. Stat. § 14A:5-6(2)(d). For additional guidance on shareholders of a New Jersey corporation, see Corporation Stock and Stockholders (NJ Corporation).