Written consent is formal approval of a corporate action via signed document rather than a convened board or shareholder meeting — the workhorse of venture closing logistics.

How it works

Typical financing consents:

• Board consent: approves term sheet terms, share issuance, option pool increase, indemnification agreements
• Stockholder consent: required for charter amendments, some financings, or protective provision waivers

Delaware law and company bylaws specify whether written consent is permitted and what majority is needed. Signatures may be electronic (DocuSign) if documents allow.

Closing packets circulate consents alongside purchase agreements. Counsel collects signatures from all directors and required stockholder classes — including investor designees — before funds wire.

Routine corporate actions — option grants, SAFE conversions, bank account resolutions — also use written consent between quarterly board meetings.

Why it matters

• Founders: Start consent drafts early in legal process; chasing vacationing directors delays closes. Keep cap table and board roster current for signature blocks.
• Investors: Consents are evidence of proper governance — missing stockholder class consent can invalidate issuances and create expensive rescission risk.

Common mistake

Assuming email approval replaces written consent — only signed consent forms (or valid e-sign) satisfy corporate formalities for major actions.

Related ideas

See also board consent, voting agreement, and closing checklist.