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AI Unanimous Written Consent Review

Backed by Microsoft For Startups
Guided by Grayver Law Group
AES-256 Encryption
Personal (PII) & Corporate Data Redacted Before AI
Free during early access

A unanimous written consent (UWC) documents board or shareholder action taken without a meeting. Justee reviews UWCs against Delaware General Corporation Law §141(f) (board) and §228 (shareholders), or your state's equivalent, and flags signature, dating, and notice defects that can void the action.

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Key Takeaways

DGCL §141(f) requires consent to be in writing or electronic transmission and signed by all directors

Effective date is when the last director signs unless an earlier or later date is specified

Defects (missing signatures, undated consents) can void the underlying corporate action

30-60 seconds*

Average Review Time

110+ compliance points analyzed*

Compliance Checks

Bank-level AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Unanimous written consents are the daily working tool of every venture-backed corporation's board, but defective UWCs are surprisingly common — and they invalidate the actions they authorize. Delaware General Corporation Law §141(f) governs board UWCs and requires the consent to be (i) in writing or by electronic transmission, (ii) signed by all directors then in office, and (iii) effective as of the latest signature date unless otherwise specified. Section 228 governs shareholder UWCs with similar but stricter requirements (notice within 10 days under §228(e)). California Corporations Code §307(b) and §603 provide analogous rules. Defective UWCs — missing signatures, electronic signatures from unauthorized email accounts, missing meeting waivers, missing notice to non-consenting shareholders — can void the actions taken (option grants, equity issuances, officer appointments) and trigger securities-law and corporate-law claims. Justee analyzes UWCs against state corporate law, the bylaws, and the matters being approved to flag defects before they unwind a financing or stock issuance.

How It Works

1

Upload Your Document

Upload your contract in PDF, DOCX, or TXT format

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Verifies DGCL §141(f) / §228 form and signature requirements

Confirms all directors or shareholders identified and signing

Checks effective date and notice timing (§228(e))

Validates electronic transmission compliance

Cross-checks underlying action against bylaws

Common Risks We Identify

Missing signature voids the action

Electronic signature from unauthorized email

§228(e) shareholder notice not sent within 10 days

Effective date conflicts with later-issued securities

Bylaws require meeting for the matter approved

Hypothetical Case Study by Justee

Justee recently analyzed a board UWC signed by 3 of 4 directors via DocuSign, with one director marked "deceased" for a Series A Delaware corporation that approved a 280,000-share option grant via UWC.

Issue Found: DGCL §141(f) requires signature by all directors then in office. The deceased director created a vacancy under §141(b), but the UWC did not reflect filling the vacancy or note that the board was 3 directors as of execution. The option grant was technically void. We caught this during diligence on the Series B — the buyer required a remedial board UWC ratifying the option grants.

Justee Recommendation: We prepared a remedial UWC executed by the now-current 3-director board, ratifying the prior option grants nunc pro tunc and confirming the §141(b) vacancy. We re-issued option agreement signature pages with new effective dates.

Effective Date Without Reference to Signatures

Problematic Language

"This Consent shall be effective as of January 15, 2026."

Recommended Language

"This Consent shall be effective as of the date when the last director executes this Consent (the "Effective Date"), provided that all signatures are received within ten (10) days of the first signature. The Effective Date shall be no earlier than January 15, 2026."

Why it matters: A pre-dated UWC where signatures are gathered later creates ambiguity about when the action took effect — critical for option grants, equity issuances, and merger approvals. The amended language ties effectiveness to actual signature completion.

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"Justee is redefining the legal document compliance process across all practice areas, transforming hours of work into minutes, while reducing stress and boosting accuracy."

Artem Dolukhanyan
Artem Dolukhanyan

Partner, Corporate Transactions at Grayver Law Group

AI Review vs. Manual Review

FeatureJustee AI ReviewManual Review
Review Time2-5 minutes2-4 hours
CostFree trial available$150-500+
Legal CitationsAutomaticVaries by reviewer
Clause SuggestionsIncludedExtra fee
Availability24/7 instantBusiness hours
* Comparison data represents estimates based on industry research and internal testing for typical contract types. Review times, costs, and accuracy percentages vary by document complexity, length, jurisdiction, and specific legal requirements. See full disclaimer below.

Official Resources

DGCL §141 Board Action

Delaware §141 board governance

DGCL §228 Shareholder Consent

Delaware §228 shareholder consent

SEC Form 8-K Item 5.07

SEC reporting of shareholder votes

Related Document Reviews

Board Agreement ReviewBylaws ReviewStock Option Agreement ReviewMembership Interest Reallocation
Important Legal Disclaimer

Not Legal Advice: The information and analysis provided by Justee AI is for general informational purposes only and does not constitute legal advice. While we strive to provide accurate and helpful information, our AI-powered service is not a substitute for professional legal counsel.

No Attorney-Client Relationship: Use of Justee AI does not create an attorney-client relationship. Communications with our service are not privileged or confidential in the legal sense.

Consult a Professional: For specific legal matters, we strongly recommend consulting with a qualified attorney licensed in your jurisdiction. Legal requirements vary by location and circumstances, and only a licensed attorney can provide advice tailored to your specific situation.

Performance Estimates (*): All statistics, metrics, and numerical claims on this page — including review times, cost comparisons, accuracy percentages, and database size — are estimates based on internal testing, industry research, and typical use cases. Actual results vary based on document type, complexity, length, jurisdiction, and other factors. Cost comparisons reference publicly available average attorney rates and are not guaranteed savings. "1M+ laws and regulations" refers to the breadth of Justee's reference database and does not imply that every provision is checked against every law for every document.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Unanimous Written Consent Review FAQ

Yes — DGCL §141(f) and §228 expressly permit electronic transmission. Justee verifies the consent recites electronic-transmission compliance and that signatures are auditable.

The UWC fails — board action requires unanimity. Either reach the director or hold a meeting (which requires only majority). Justee flags incomplete signature blocks.

For non-unanimous shareholder consents, DGCL §228(e) requires notice within 10 days. For unanimous, it is best practice but not strictly required. Justee verifies notice provisions.

No. Effective date should reflect when the last signature was obtained. Backdating exposes directors to fiduciary-duty claims. Justee flags inconsistent dates.

Justee reviews — drafting is part of the platform's contract assistant. For most UWCs, Justee can suggest the standard form for the matter being approved.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
  • Names, email addresses, and phone numbers
  • Social Security numbers and tax identifiers (ITIN)
  • Physical addresses and dates of birth
  • Credit card and bank account numbers
  • Driver's license and passport numbers
  • Medical provider identifiers (NPI) and case numbers
Corporate and business data:
  • Company and organization names
  • Business addresses and geographic locations
  • SWIFT/BIC codes, IBAN numbers, and bank routing numbers
  • Business license numbers and attorney bar IDs
  • Corporate tax identifiers (EIN)
Our system achieves 100% detection of standard PII types and approximately 97% overall coverage. Certain rare identifiers — such as cryptocurrency wallet addresses and MAC addresses — may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

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Last updated: May 13, 2026

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