As a Tampa Corporate Lawyer I use this form for my clients. There are many advantages in doing so. Under the Florida Business Corporation Act (the “Act”), directors and shareholders or both can take any action required or permitted by the Act without a meeting.
To do this, just circulate written consents to be executed by each director or, in the case of shareholders, by a majority of shareholders entitled to vote. You can have your Tampa Corporate Lawyer structure this for you and draft more complex resolutions. Also, if there is a related party transaction, you may want to consult your Tampa Corporate Lawyer for advice.
For closely held corporations or S-corporations this can be an efficient way of taking action and keeping record of action without the lumbering process of scheduling a meeting, sending formal notice, and taking lengthy minutes. Speak with your Tampa Corporate Lawyer for more details.
This is available for your your LLC also.
Tampa Corporate Lawyer sample Written Consent for your Corporation
ACTION BY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
The undersigned, being all of the members of the Board of Directors and all of the shareholders of _______________, INC., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), do hereby take the following action by unanimous written consent, pursuant to the provisions of Sections 607.0821 and 607.0704, Florida Statutes:
WHEREAS the corporation has agreed to sell that certain real estate, located at _______________, Clearwater, Florida, (the “Property”) to _______________, LLC, a Florida limited liability company, pursuant to that certain Contract for Sale and Purchase dated ______________, 20____ (“Purchase Agreement”).
NOW THEREFORE, it is
RESOLVED, that all actions by the Directors and Officers of this Corporation in connection with the execution of the Purchase Agreement and the transfer of the Property to _______________, LLC, be and the same hereby are ratified, approved and confirmed in all respects as being in the best interests of the Corporation and its Shareholders.
FURTHER RESOLVED, that in connection with the Purchase Agreement, _______________ as President of the Corporation be and she hereby is authorized and directed to execute any and all further documents as may be necessary and required in order to effectuate the foregoing resolution in consummating the transfer of the Property.
IN WITNESS THEREOF, the directors and shareholders of _______________, INC., have caused these presents to be signed this ____ day of _______________ 20____.