Written Consent of Shareholders
(PA Corporation)

Summary

This Written Consent of Shareholders (PA Corporation) template may be used for any action by which the shareholders of a Pennsylvania corporation act pursuant to written consent. This template includes practical guidance and drafting notes. 15 Pa. Cons. Stat. § 1766 provides that unless the corporation's bylaws preclude such action, the shareholders may act without a meeting with the written consent of (1) all of the shareholders entitled to vote on the matter; or (2) if the bylaws permit, shareholders sufficient to have approved such action had a meeting been called. Therefore, before using this template, review the corporation's bylaws to determine the necessary approval threshold for the action to be taken by written consent. Note that 15 Pa. Cons. Stat. § 1766(c) requires that if the consent is not unanimous and relates to a transaction governed by 15 Pa. Cons. Stat. § 311–320 (which governs mergers, sales, share exchanges, and other fundamental transactions), it will only be effective once any non-consenting shareholders have had 10 days' notice of the action by written consent. For other actions by written consent (for example, the election of directors or other corporate housekeeping), the corporation must give prompt notice of the action to any shareholders who did not consent. For more information on the shareholders of a Pennsylvania corporation, see Corporation Stock and Stockholders (PA Corporation).