Director and Shareholder Consents

Applicable Texas corporation law requires that the secretary or assistant secretary of a corporation maintain a written record of all board of director meetings and all shareholder meetings. These written records are often referred to as "minutes".

However, most closely owned corporations prefer to document their "minutes" by utilizing unanimous written consents in lieu of actually conducting shareholders meetings or directors meetings. As long as all of the corporationâ€™s directors (or an agreed lesser percentage) and all of the corporationâ€™s shareholders (or an agreed lesser percentage) agree upon the actions, actual meetings do not have to be conducted so long as everyone (or an agreed lesser percentage) executes a written consent setting forth the approved actions.

I regularly assist clients in the preparation of unanimous written consents in lieu of actually conducting shareholders meetings or directors meetings.

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Thomas S. Rose, Attorney | 12345 Jones Road, Suite 275 | Houston, Texas 77070| Phone 281.807.9200.

providing counsel, guidance and solutions in business matters, commercial and residential real estate transactions, wills and estate planning, and probate matters