What is necessary for a written consent resolution?

Written consent resolutions are a mechanism through which shareholders or directors can express their agreement on certain matters without the need for a formal meeting. For a written consent resolution to be valid, it must be supported by a sufficient number of shareholders or directors who meet the thresholds specified in the corporation's governing documents, such as the articles of incorporation or bylaws, as well as the applicable corporate law.

This process allows for efficiency and expediency, allowing decisions to be made quickly without the logistics associated with convening a meeting. Having consent in writing ensures there is a clear record of who agreed to the resolution and signifies that those making the decision are properly authorized.

In contrast, simply obtaining consent from the majority of shareholders may not suffice under certain legal frameworks, as the required threshold might be higher depending on the decision being made. Holding a formal meeting is not a requirement for a written consent resolution, which is specifically designed to bypass such meetings. Lastly, while government approval may be necessary for certain corporate actions or transactions, it is not a prerequisite for the validity of a written consent resolution in itself.

Thus, the necessity of having consent in writing by a sufficient number of shareholders or directors is central to the validity and enforceability of a written consent resolution.