Board of Directors Unanimous Written Consent (England and Wales)

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A Unanimous Written Consent for Board of Directors is a legal document that allows the board of directors to take actions without a formal meeting. These actions may vary depending on the needs of the company or the extent of the powers of the board. Before using this form you should review your corporation’s governing documents.

This lawyer-prepared packet contains:
  1. Instructions and Checklist
  2. General Information
  3. Unanimous Written Consent for Board of Directors for use in England and Wales
Law Compliance: This form complies with the laws of England and Wales
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Unanimous Written Consent
Board of Directors
(England and Wales)









This Packet Includes:
1. Instructions and Checklist
2. General Information
3. Unanimous Written Consent  Board of Directors







Instructions & Checklist
 Unanimous Written Consent  Board of Directors


   This Consent includes general resolutions that your company may need.  Carefully review the resolutions and erase any that you do not require. Additional resolutions may also be added.

   Review your companys Memorandum and Articles of Association to ensure that the actions the board wants to take are allowed under those governing documents.

   Because this is a unanimous consent, all members of the Board of Directors must sign the consent.

   This Consent, once finalised and signed, should be kept with your other important corporate records.

   Laws vary from time to time. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with a solicitor to ensure that it addresses your particular situation. A solicitor should be consulted before negotiating any document with another party.  

   The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at www.findlegalforms.com.









General Information
Unanimous Written Consent  Board of Directors

The Unanimous Written Consent of the Board of Directors is a document that allows the board of directors of a company to take actions without a formal meeting.  The actions (also referred to as resolutions) taken by the board of directors will vary depending on (i) the needs of the company and (ii) the extent of the boards powers as determined by the companys memorandum and articles of association.  

This consent includes resolutions for (i) increasing the number of board members (this action may often require a similar resolution by the Companys shareholders), (ii) appointing directors to fill the newly created vacancies, (iii) election of directors, (iv) approval of an employment agreement and (vi) an omnibus resolution.  You should erase any resolutions that are inappropriate or prohibited under the companys governing documents.  

Laws change from time to time therefore you should become familiar with the laws at present before using this form.  In addition, before using this form you should always consult with your solicitor to ensure that it addresses your specific situation.






DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a solicitor can provide legal advice.  A solicitor should be consulted for all serious legal matters.  No Solicitor-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 






Unanimous Written Consent
of the Board of Directors
of
[insert your companys name]
[insert date]

 
The undersigned, constituting all of the directors of ___________________________
[insert Company Name], company incorporated under the Companies Act 2006 (the “Company”),  do hereby consent to the following resolutions without a meeting:

I.   Increase in Number of directors

Whereas, the Board believes it to be in the best interest of the Company to increase the number of directors on the Board from _________ to ___________.

Now Therefore Be It Resolved, that pursuant to the Memorandum of Association of the Company, the number of directors on the Board is hereby increased from _________ to ___________ members.

II.   appointment of directors

Whereas, there are ________ vacancies on the Board, the Board believes it to be in the best interest of the Company to fill the vacancies.

Now, Therefore, Be It Resolved, that ______________, ________________, and____________________ are hereby appointed to the Board to serve until the earlier of their respective resignation or removal or until their respective successors are duly appointed and qualified.

III.   ELECTION OF OFFICERS

Resolved, that the following are hereby elected to the office of the Company opposite their name, and to hold such office until the earlier of the officers resignation or removal or until the officers successor is duly appointed and qualified:

   President            ______________________________

   Treasurer            ______________________________

   Secretary            ______________________________


IV.   APPROVAL OF EMPLOYMENT AGREEMENT

Whereas, the Board believes that it is in the best interest of the Company to retain ___________________ in the position of ______________________ and to enter into an agreement to govern his/her employment with the Company; and

Whereas, the Board has reviewed that certain employment agreement, attached hereto as Exhibit A (the “Employment Agreement”), providing the terms conditions and covenants of ______________________s employment with the Company.

Now, Therefore, Be It Resolved, that the Employment Agreement is hereby approved, and that the proper officers are hereby authorised and directed to execute and deliver the Employment Agreement on behalf of the Company.

V.   OMNIBUS RESOLUTION

Resolved, that the officers of the Company be, and they hereby
are, authorised, directed and empowered to execute any applications,
certificates, agreements or any other instruments or documents or amendments
or supplements to such documents, including any blue sky filings and stock
certificates, or to do or to cause to be done any and all other acts and things as
such officers, in their discretion, may deem necessary or advisable and
appropriate to carry out the purposes of the foregoing resolutions.


IN WITNESS WHEREOF, the foregoing resolutions is hereby consented to and approved as of the date first written above.  This Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.


_____________________________         _____________________________



_____________________________         ______________________________

Number of Pages6
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33792
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Unanimous Written Consent
Board of Directors
(England and Wales)









This Packet Includes:
1. Instructions and Checklist
2. General Information
3. Unanimous Written Consent  Board of Directors







Instructions & Checklist
 Unanimous Written Consent  Board of Directors


   This Consent includes general resolutions that your company may need.  Carefully review the resolutions and erase any that you do not require. Additional resolutions may also be added.

   Review your companys Memorandum and Articles of Association to ensure that the actions the board wants to take are allowed under those governing documents.

   Because this is a unanimous consent, all members of the Board of Directors must sign the consent.

   This Consent, once finalised and signed, should be kept with your other important corporate records.

   Laws vary from time to time. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with a solicitor to ensure that it addresses your particular situation. A solicitor should be consulted before negotiating any document with another party.  

   The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at www.findlegalforms.com.









General Information
Unanimous Written Consent  Board of Directors

The Unanimous Written Consent of the Board of Directors is a document that allows the board of directors of a company to take actions without a formal meeting.  The actions (also referred to as resolutions) taken by the board of directors will vary depending on (i) the needs of the company and (ii) the extent of the boards powers as determined by the companys memorandum and articles of association.  

This consent includes resolutions for (i) increasing the number of board members (this action may often require a similar resolution by the Companys shareholders), (ii) appointing directors to fill the newly created vacancies, (iii) election of directors, (iv) approval of an employment agreement and (vi) an omnibus resolution.  You should erase any resolutions that are inappropriate or prohibited under the companys governing documents.  

Laws change from time to time therefore you should become familiar with the laws at present before using this form.  In addition, before using this form you should always consult with your solicitor to ensure that it addresses your specific situation.






DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a solicitor can provide legal advice.  A solicitor should be consulted for all serious legal matters.  No Solicitor-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 






Unanimous Written Consent
of the Board of Directors
of
[insert your companys name]
[insert date]

 
The undersigned, constituting all of the directors of ___________________________
[insert Company Name], company incorporated under the Companies Act 2006 (the “Company”),  do hereby consent to the following resolutions without a meeting:

I.   Increase in Number of directors

Whereas, the Board believes it to be in the best interest of the Company to increase the number of directors on the Board from _________ to ___________.

Now Therefore Be It Resolved, that pursuant to the Memorandum of Association of the Company, the number of directors on the Board is hereby increased from _________ to ___________ members.

II.   appointment of directors

Whereas, there are ________ vacancies on the Board, the Board believes it to be in the best interest of the Company to fill the vacancies.

Now, Therefore, Be It Resolved, that ______________, ________________, and____________________ are hereby appointed to the Board to serve until the earlier of their respective resignation or removal or until their respective successors are duly appointed and qualified.

III.   ELECTION OF OFFICERS

Resolved, that the following are hereby elected to the office of the Company opposite their name, and to hold such office until the earlier of the officers resignation or removal or until the officers successor is duly appointed and qualified:

   President            ______________________________

   Treasurer            ______________________________

   Secretary            ______________________________


IV.   APPROVAL OF EMPLOYMENT AGREEMENT

Whereas, the Board believes that it is in the best interest of the Company to retain ___________________ in the position of ______________________ and to enter into an agreement to govern his/her employment with the Company; and

Whereas, the Board has reviewed that certain employment agreement, attached hereto as Exhibit A (the “Employment Agreement”), providing the terms conditions and covenants of ______________________s employment with the Company.

Now, Therefore, Be It Resolved, that the Employment Agreement is hereby approved, and that the proper officers are hereby authorised and directed to execute and deliver the Employment Agreement on behalf of the Company.

V.   OMNIBUS RESOLUTION

Resolved, that the officers of the Company be, and they hereby
are, authorised, directed and empowered to execute any applications,
certificates, agreements or any other instruments or documents or amendments
or supplements to such documents, including any blue sky filings and stock
certificates, or to do or to cause to be done any and all other acts and things as
such officers, in their discretion, may deem necessary or advisable and
appropriate to carry out the purposes of the foregoing resolutions.


IN WITNESS WHEREOF, the foregoing resolutions is hereby consented to and approved as of the date first written above.  This Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.


_____________________________         _____________________________



_____________________________         ______________________________

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