What is a Written Resolution? A Comprehensive Legal Overview

Q: Can a written resolution be challenged?

Yes, if the proper procedures are not followed or if there are disputes regarding the validity of signatures.

Q: How do I ensure my written resolution is valid?

Make sure it is signed by all members entitled to vote and complies with your company s governing documents.

Definition & Meaning

A written resolution is a formal decision made by the members of a private company without holding a general meeting. This type of resolution can be categorized as either an ordinary resolution or a special resolution, depending on the requirements set by the company's governing documents. Typically, written resolutions do not involve the dismissal of a director or auditor. The resolution is legally binding as it includes the signatures of all voting members, confirming their agreement.

Table of content

Legal Use & context

Written resolutions are commonly used in corporate governance for private companies. They allow members to make decisions efficiently without the need for a physical meeting. This practice is particularly relevant in areas such as corporate law and business management. Users can manage this process themselves by utilizing legal templates provided by services like US Legal Forms, which are drafted by qualified attorneys to ensure compliance with applicable laws.

Key legal elements

Real-world examples

Here are a couple of examples of abatement:

Example 1: A private company decides to approve a new business strategy via a written resolution. All members sign the document, indicating their agreement without needing to convene a meeting.

Example 2: A company uses a written resolution to amend its bylaws. The resolution is signed by all voting members, making the amendment official. (hypothetical example)

State-by-state differences

State	Written Resolution Requirements
California	Requires unanimous consent from all members.
New York	Allows for written resolutions with a majority of member signatures.
Texas	Similar to New York, but specific provisions may vary by company structure.

This is not a complete list. State laws vary and users should consult local rules for specific guidance.

Comparison with related terms

Term	Description	Difference
Ordinary Resolution	A resolution passed by a simple majority of votes.	Written resolutions can be ordinary or special, while ordinary resolutions typically require a meeting.
Special Resolution	A resolution that requires a higher threshold of approval, often two-thirds or three-quarters of votes.	Written resolutions can be classified as special resolutions, but they do not require a meeting.

Common misunderstandings

What to do if this term applies to you

If you are involved in a private company and need to pass a written resolution, ensure that all voting members are informed and agree to the terms. You can utilize templates from US Legal Forms to draft the resolution correctly. If the situation is complex or involves significant decisions, consider seeking professional legal advice to ensure compliance with applicable laws.

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Quick facts

Typical fees: Varies based on company size and legal assistance.
Jurisdiction: Applicable in all states for private companies.
Possible penalties: Non-compliance with resolution requirements can lead to legal disputes.

Key takeaways

Frequently asked questions

What is the difference between a written resolution and a meeting?

A written resolution allows members to vote without gathering in person, while a meeting requires physical attendance or virtual participation.