Unanimous Shareholder Written Consent (Preferred Stock Financing)

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This Unanimous Written Consent for Shareholders is used when approving a Preferred Stock Purchase. This form clearly sets out the actions taken by the shareholders and can be tailored to fit your needs.

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This Unanimous Written Consent of Shareholders is for use when the shareholders approve the issuance of Series A Preferred Stock to investors (also known as a Preferred Stock Financing). A Unanimous Written Consent is for use when a company's shareholders take formal actions without a formal meeting. It is imperative that this action be clearly and succinctly set out in writing and contain all the resolutions that the shareholders agree upon. This Unanimous Written Consent includes resolutions for the approval of stock financing, sale and issuance of stock to investors and the fair market value for the Series A stock shares. It also sets out that an officer is authorized to perform and act on behalf of the company to fully implement these resolutions. This Unanimous Written Consent of Shareholders for Series A Preferred Stock Purchase becomes a part of the company's official record and is maintained with the company's books and records.

This Unanimous Written Consent of Shareholders for Series A Preferred Stock Purchase contains the following provisions:
  • Corporate Information: Sets out the name of the company and the state of incorporation;
  • Resolution Title: Sets out the title of the resolution;
  • Resolution: Sets out in detail the specifics regarding the resolution including the number of and the price of the Series A shares;
  • Approval/Resolution: Sets forth in detailed language the resolutions which were approved by the shareholders;
  • Omnibus: Sets forth the resolution that the officers of the company are authorized and directed to take all necessary action to implement the resolution;
  • Signatures: A Unanimous Written Consent must be signed and dated by all company shareholders;
  • Exhibit A: A copy of the Series A Preferred Stock Purchase Agreement is attached to the Unanimous Written Consent;
  • Official Record: This Unanimous Written Consent becomes a part of the company's official record and must be maintained by the secretary with the other books and records.

Protect Your Rights and Your Company by purchasing this attorney-prepared form.

This attorney-prepared package includes:
  1. General Information
  2. Instructions and Checklist
  3. Unanimous Written Consent of Shareholders for Series A Stock Purchase
State Law Compliance: This form complies with the laws of all states
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
of Shareholders
Series A Preferred Stock Purchase

 

 

The undersigned, constituting a majority of the Shareholders of [insert Company name], a ______ [insert States name where corporation is incorporated] corporation (the Company”), and desiring to take action by written consent as authorized by the bylaws of the Company and of the [insert name of Corporation Law of State] Law, as applicable, do hereby adopt the following resolutions:
 
APPROVAL OF SERIES X PREFERRED STOCK FINANCING
WHEREAS, the Corporation has negotiated with certain investors (the Investors”) for the sale and issuance of up to [insert no. of shares] shares of Series A Preferred Stock of the Company at $[insert price per share] per share (the Series A Shares”) and warrants to purchase up to [insert no. of shares] shares of Series A Preferred Stock with an exercise price of $[insert price per share] per share (the Warrant Shares”) pursuant to the terms and conditions of a Series A preferred Stock Purchase Agreement in substantially the form attached hereto as Exhibit A (the Series A Preferred Stock Purchase Agreement”);
WHEREAS, the Shareholders have reviewed the proposed form of Series A Preferred Stock Purchase Agreement, which includes as attachments thereto, among other items, a form of the Restated Articles, a form of Second Amended and Restated Investors Rights Agreement (Investor Rights Agreement”) and a form of Series A Preferred Stock Warrant;
WHEREAS, the Shareholders have determined that it is in the best interest of the Company to enter into the Series A Preferred Stock Purchase Agreement and to sell and issue the Series A Shares and Warrant Shares thereunder;
NOW, THEREFORE, IT IS
RESOLVED, that the Series A Preferred Stock Purchase Agreement, Investor Rights Agreement and Series A Preferred Stock Warrant are hereby adopted and approved;
RESOLVED, that the officers of the Company are hereby authorized, empowered and directed in the name of and on behalf of the Company, to execute and deliver, in the name of the Company and perform all its obligations under Series A Preferred Stock Purchase Agreement, the Investor Rights Agreement and Series A Preferred Stock Warrant, and any other document, instrument or agreement entered into in connection with the foregoing, together with such amendments thereto or changes therein, and to the schedules and exhibits thereto, as any officer may in his discretion approve.
 
RESOLVED, that the Company shall sell and issue to Investors, subject to the terms and conditions provided in the Series A Preferred Stock Purchase Agreement up to [insert no. of shares] shares of Series A Shares at $[insert price per share] per share, payable by check, wire transfer and such other consideration as set forth in the Series A Preferred Stock Purchase Agreement, and the proper officers are hereby authorized and directed to execute and deliver share certificates representing the Series A Shares upon receipt of consideration thereof in accordance with the Series A Stock Purchase Agreement;
RESOLVED, that the Company shall sell and issue to Investors, subject to the terms and conditions provided in the Series A Preferred Stock Purchase Agreement and Series A Preferred Stock Warrant warrants to purchase up to [insert no. of shares] shares of Series A Preferred Stock with an exercise price of $[insert price per share] per share, and the proper officers are hereby authorized and directed to execute and deliver the Series A Preferred Stock Warrant. Upon receipt of consideration thereof in accordance with the Series A Stock Purchase Warrant, the proper officers are hereby authorized and directed to execute and deliver share certificates representing the Warrant Shares;
RESOLVED, that the Shareholders, after consideration of all relevant factors, have determined that the fair market value of the Series A Shares is $[insert market value per share] per share, and that such amount constitutes full and adequate consideration for the Series A Shares;
RESOLVED, that when the purchase price set forth in the Series A Preferred Stock Purchase Agreement has been received by the Company for the Series A Shares, such shares shall be duly and validly issued, fully paid and non-assessable;
RESOLVED, that when the purchase price set forth in the Series A Preferred Stock Warrant has been received by the Company for the Warrant Shares, such shares shall be duly and validly issued, fully paid and non-assessable;
RESOLVED, that the Company hereby reserves [insert no. of shares] shares of the Companys authorized but unissued Series A Preferred Stock, or such number as shall be necessary from time to time for issuance upon the exercise in full of the Warrant Shares in accordance with the Series A Preferred Stock Warrant;
   RESOLVED, that the officers of the Company, or any of them, is hereby authorized and directed to take all such further actions as he or they may deem necessary or desirable in connection with the foregoing resolutions.
 
IN WITNESS WHEREOF, the undersigned have executed this Action by unanimous written consent as of the date set forth below opposite his name, which may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.  
 
 
 
_____________________
Name of Shareholder 1
Date
 
 
_____________________
Name of Shareholder 2
Date
 
 
_____________________
Name of Shareholder 3
Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT A
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
(Attached following this page)
 
Number of Pages8
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43470
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
of Shareholders
Series A Preferred Stock Purchase

 

 

The undersigned, constituting a majority of the Shareholders of [insert Company name], a ______ [insert States name where corporation is incorporated] corporation (the Company”), and desiring to take action by written consent as authorized by the bylaws of the Company and of the [insert name of Corporation Law of State] Law, as applicable, do hereby adopt the following resolutions:
 
APPROVAL OF SERIES X PREFERRED STOCK FINANCING
WHEREAS, the Corporation has negotiated with certain investors (the Investors”) for the sale and issuance of up to [insert no. of shares] shares of Series A Preferred Stock of the Company at $[insert price per share] per share (the Series A Shares”) and warrants to purchase up to [insert no. of shares] shares of Series A Preferred Stock with an exercise price of $[insert price per share] per share (the Warrant Shares”) pursuant to the terms and conditions of a Series A preferred Stock Purchase Agreement in substantially the form attached hereto as Exhibit A (the Series A Preferred Stock Purchase Agreement”);
WHEREAS, the Shareholders have reviewed the proposed form of Series A Preferred Stock Purchase Agreement, which includes as attachments thereto, among other items, a form of the Restated Articles, a form of Second Amended and Restated Investors Rights Agreement (Investor Rights Agreement”) and a form of Series A Preferred Stock Warrant;
WHEREAS, the Shareholders have determined that it is in the best interest of the Company to enter into the Series A Preferred Stock Purchase Agreement and to sell and issue the Series A Shares and Warrant Shares thereunder;
NOW, THEREFORE, IT IS
RESOLVED, that the Series A Preferred Stock Purchase Agreement, Investor Rights Agreement and Series A Preferred Stock Warrant are hereby adopted and approved;
RESOLVED, that the officers of the Company are hereby authorized, empowered and directed in the name of and on behalf of the Company, to execute and deliver, in the name of the Company and perform all its obligations under Series A Preferred Stock Purchase Agreement, the Investor Rights Agreement and Series A Preferred Stock Warrant, and any other document, instrument or agreement entered into in connection with the foregoing, together with such amendments thereto or changes therein, and to the schedules and exhibits thereto, as any officer may in his discretion approve.
 
RESOLVED, that the Company shall sell and issue to Investors, subject to the terms and conditions provided in the Series A Preferred Stock Purchase Agreement up to [insert no. of shares] shares of Series A Shares at $[insert price per share] per share, payable by check, wire transfer and such other consideration as set forth in the Series A Preferred Stock Purchase Agreement, and the proper officers are hereby authorized and directed to execute and deliver share certificates representing the Series A Shares upon receipt of consideration thereof in accordance with the Series A Stock Purchase Agreement;
RESOLVED, that the Company shall sell and issue to Investors, subject to the terms and conditions provided in the Series A Preferred Stock Purchase Agreement and Series A Preferred Stock Warrant warrants to purchase up to [insert no. of shares] shares of Series A Preferred Stock with an exercise price of $[insert price per share] per share, and the proper officers are hereby authorized and directed to execute and deliver the Series A Preferred Stock Warrant. Upon receipt of consideration thereof in accordance with the Series A Stock Purchase Warrant, the proper officers are hereby authorized and directed to execute and deliver share certificates representing the Warrant Shares;
RESOLVED, that the Shareholders, after consideration of all relevant factors, have determined that the fair market value of the Series A Shares is $[insert market value per share] per share, and that such amount constitutes full and adequate consideration for the Series A Shares;
RESOLVED, that when the purchase price set forth in the Series A Preferred Stock Purchase Agreement has been received by the Company for the Series A Shares, such shares shall be duly and validly issued, fully paid and non-assessable;
RESOLVED, that when the purchase price set forth in the Series A Preferred Stock Warrant has been received by the Company for the Warrant Shares, such shares shall be duly and validly issued, fully paid and non-assessable;
RESOLVED, that the Company hereby reserves [insert no. of shares] shares of the Companys authorized but unissued Series A Preferred Stock, or such number as shall be necessary from time to time for issuance upon the exercise in full of the Warrant Shares in accordance with the Series A Preferred Stock Warrant;
   RESOLVED, that the officers of the Company, or any of them, is hereby authorized and directed to take all such further actions as he or they may deem necessary or desirable in connection with the foregoing resolutions.
 
IN WITNESS WHEREOF, the undersigned have executed this Action by unanimous written consent as of the date set forth below opposite his name, which may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.  
 
 
 
_____________________
Name of Shareholder 1
Date
 
 
_____________________
Name of Shareholder 2
Date
 
 
_____________________
Name of Shareholder 3
Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT A
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
(Attached following this page)
 

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