Stockholder consent lets a company obtain shareholder votes in writing instead of holding a live meeting.

How it works

Delaware and other states allow action by consent if the charter permits it. Counsel circulates a consent document describing the financing, option pool increase, or merger; required holders sign. For venture rounds, preferred stockholders often must consent separately from common holders. Missing one signature delays wire.

Electronic signature platforms speed collection, but signature blocks must match legal names on the cap table exactly.

Why it matters

• Founders: Build consent trackers early in a close; chasing a former angel weeks later kills momentum.
• Investors: Verify your fund’s consent authority—some LPs require internal sign-off before the GP signs.

Common mistake

Confusing board consent with stockholder consent. Many actions need both, and thresholds differ by class.

Related ideas

Board consent, charter amendment, protective provisions, and closing checklist.

When you will see it

Venture closes often depend on collecting stockholder consents in parallel with board approvals and signature of the purchase agreement.

Questions to ask

• Which classes must consent separately under protective provisions?
• Are any holders unreachable or disputed on the cap table?
• Does the charter allow action by written consent without a meeting?

Practical takeaway

Treat stockholder consent as something to define precisely in writing—not assume everyone in the room shares the same meaning. In term sheets, board decks, and LP updates, tie the concept to a concrete decision: a vote, a price input, a fund policy, or a metric formula. When definitions drift, teams misprice risk, miss leverage, or waste cycles on the wrong conversation.