Board consent is the documented approval of the board of directors for specified corporate actions, typically executed as a unanimous written consent or recorded in meeting minutes.

How it works

Delaware law allows boards to act without a live meeting if all directors sign a written consent describing resolutions: approving a Series B term sheet, adopting amended charter, granting stock options under the plan, appointing officers, or accepting a merger agreement. Consents circulate via DocuSign before closings.

Investors joining the board expect clean consent packages in data rooms — annual option grants, 409A reliance, committee charters. Conflicts require recusal; interested directors may not vote on their own compensation without proper process.

Stockholder consent is separate; some actions need both board and stockholder approval (charter amendments, merger). In fast-moving startups, boards often pre-approve umbrella resolutions — such as delegating authority to the CEO for hires below a threshold — so day-to-day operations do not stall waiting for signatures on every grant.

Why it matters

• Founders: Calendar board consents for option refreshes quarterly; batch grants reduce legal cost.
• Investors: Director liability attaches to consent review — read materials before signing.
• Operators: HR cannot promise grant dates until board consent is executed. Keep signed consents in the data room with the cap table so auditors and investors can verify authority trails.

Common mistake

Announcing option grants to employees before board approval. Grants are not valid until the board consents on the specific recipient, share count, and price — verbal promises create retention risk and tax complications if employees quit expecting equity that never legally issued.

Related ideas

/glossary/board-of-directors, written consent, stockholder consent, and corporate governance. Consent templates should be updated when new preferred classes change who must approve financings.