Exploring the Significance of Written Action of the Shareholders

In the realm of corporate governance and decision-making, shareholders play a pivotal role in shaping the direction of a company. One of the essential tools at their disposal is the “Written Action of the Shareholders,” a mechanism that enables shareholders to make critical decisions without the need for a formal meeting. This article delves into the concept of a Written Action of the Shareholders, its purpose, benefits, and the procedural aspects involved.

Understanding Written Action of the Shareholders

A Written Action of the Shareholders, often referred to as a Written Consent or Written Resolution, is a legal document through which shareholders collectively make decisions on various matters without convening a formal meeting. This written instrument is a way for shareholders to exercise their rights and powers even if they cannot physically assemble for a meeting. It provides a streamlined alternative to traditional decision-making processes, facilitating efficient communication and decision execution.

Purpose and Benefits

  1. Efficiency and Timeliness: Written Actions of the Shareholders offer a swift and efficient method of decision-making. Shareholders can collectively approve or disapprove proposals without waiting for a scheduled meeting, thus ensuring timely responses to crucial matters.
  2. Flexibility: This mechanism provides flexibility in terms of location and timing. Shareholders can participate and express their opinions regardless of their geographical location, promoting inclusivity and accommodating busy schedules.
  3. Cost Savings: Avoiding the need for a physical meeting can lead to cost savings for the company, as it eliminates expenses related to venue booking, travel, and other logistical arrangements.
  4. Confidentiality: In certain instances, particularly sensitive matters, shareholders may prefer to maintain confidentiality. Written Actions allow them to make decisions discreetly without public disclosure.
  5. Ease of Documentation: Written Actions are formal documents that serve as clear evidence of decisions made by the shareholders. These documents can be easily filed and referenced, contributing to transparency and accountability.

Procedural Aspects

The process of executing a Written Action of the Shareholders involves several key steps:

  1. Initiation: A shareholder or group of shareholders initiates the process by drafting a written proposal outlining the decision to be made.
  2. Distribution: The proposal is distributed to all shareholders for their consideration. Shareholders may provide feedback or suggest amendments during this phase.
  3. Consent Collection: Shareholders indicate their consent or dissent to the proposal by signing the written document. Some jurisdictions may require a minimum percentage of shareholder consent for the action to be valid.
  4. Record Keeping: The signed Written Action is recorded and maintained as part of the company’s official records. It serves as evidence of the shareholders’ decision and can be referenced in the future.
  5. Effective Date: The Written Action takes effect once the required number of shareholder consents is obtained and the process is complete.


The Written Action of the Shareholders is a valuable tool that empowers shareholders to participate actively in decision-making processes without the constraints of traditional meetings. Its efficiency, flexibility, and ability to streamline decision execution make it a practical choice for companies seeking agile and responsive governance. As businesses continue to evolve and adapt to changing dynamics, the Written Action of the Shareholders stands as a testament to the ingenuity of corporate governance practices.

Video Transcript

What is a Written Action of the Shareholders?

Well, in every corporation, you have the employees, and on top of those are the officers like president, treasurer, and secretary. There might be more. And the officers usually either report to the president, who reports to the board, or the officers may all report to the board.

The board is elected by the shareholders. So in a way, the shareholders are the ultimate authority. These are the owners of the company. So because shareholders own the company and they are the ultimate authority, shareholders can sign a written action. Assuming it is allowed by the articles and the bylaws of the corporation, whatever the shareholders could vote on at a meeting, usually, the shareholders can put in a written action. I say usually because it is possible for the bylaws to prohibit this. It is important, whenever putting together a written action of shareholders, to take a look at the bylaws. You want to make sure that written actions are authorized or at least not prohibited in the bylaws of the corporation.


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