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Stockholder consent documents (also called “Action by Written Consent of the Stockholders”) are the formal stockholder approvals required when issuing preferred stock in an equity financing round.
Stockholder approval is required to amend your certificate of incorporation, which you must do to create a new series of preferred stock. Convertible notes and SAFEs don’t require stockholder approval since they’re not equity (yet).
Under Delaware law, stockholders must approve amendments to the certificate of incorporation.
Typical requirement:Majority of outstanding shares entitled to voteAt seed stage:
  • Usually just founders and early employees
  • Common stock votes
  • Simple majority typically sufficient
If you have existing preferred:
  • May need separate class vote
  • Check your existing certificate for requirements
  • Preferred may have protective provisions
Key point: You need to get consents from enough stockholders to meet the threshold (e.g., 50%+ of shares).
Stockholders also approve:
  • The issuance and sale of preferred stock
  • The purchase agreement terms
  • Authority for officers to execute documents
Why this matters:
  • Stockholders consent to their own dilution
  • Acknowledge they’ve seen and approved the terms
  • Can’t later claim financing was unauthorized
This protects the company and investors from stockholder challenges later.
✓ Stockholder consent IS required for:Equity financings:
  • Series Seed Preferred Stock issuance
  • Series A, B, C, etc. issuance
  • Any new series of preferred stock
  • Amendments to existing series terms
Why: Creating or modifying preferred stock requires certificate amendment, which requires stockholder approval.Other situations requiring consent:
  • Increasing authorized shares
  • Stock splits or reverse splits
  • Changing par value
  • Adding or removing stockholder rights
  • Merger or sale of company (usually)
If you’re doing an equity round (selling preferred stock), you need stockholder consent. No exceptions.

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Stockholder meetings vs. written consents

Like board action, stockholder action can happen via meeting or written consent. Let’s examine a Series Seed stockholder consent in detail.

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Opening provisions

1

Identification and authority

Opening language:
The undersigned stockholders of [COMPANY NAME], a
Delaware corporation (the "Company"), pursuant to
Section 228 of the Delaware General Corporation Law,
hereby adopt and approve the following resolutions and
the taking of the actions referred to in such
resolutions...
What this establishes:
  • Stockholders are acting pursuant to DGCL Section 228
  • Authorizes action by written consent
  • Stockholders are adopting resolutions
2

Effectiveness condition

Conditional effectiveness:
...it being agreed that these resolutions will be
effective only after such actions have been approved
by the Company's Board of Directors to the extent that
such actions require the approval of the Company's
Board of Directors, provided that such later
effectiveness shall not exceed 60 days from the
earliest date of delivery of this Action by Written
Consent.
What this means:
  • Stockholder consent effective only after board approves
  • Board approval must come first (or simultaneously)
  • But stockholder consent doesn’t expire for 60 days
  • Practical: usually get board approval first, then stockholder
In practice, you obtain board consent first, then circulate stockholder consent. This language allows flexibility in ordering.

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Amendment and restatement of certificate

The primary purpose of stockholder consent in equity financings.
Recitals:
WHEREAS, the Company's Board of Directors (the "Board")
has approved the amendment and restatement of the
Company's Certificate of Incorporation in the form
attached hereto as Exhibit A (the "Restated
Certificate") that, among other things:

1. Increases the number of authorized shares of Common
   Stock and Preferred Stock;
2. Designates [X] shares as "Series Seed Preferred
   Stock" with specified rights and preferences;
3. Sets forth rights, privileges and preferences of
   Common Stock and Series Seed Preferred.

WHEREAS, the undersigned stockholders agree with the
Board that it is in the best interests of the Company
to amend and restate the Company's Certificate of
Incorporation, as contemplated by the Restated
Certificate.
Purpose:
  • Explains what the board already approved
  • Describes what the amendment does
  • States stockholders agree it’s in company’s interests
Resolution:
RESOLVED, that the Restated Certificate be, and it
hereby is, adopted and approved;
This is the key approval:
  • Stockholders formally adopt the Restated Certificate
  • Satisfies DGCL Section 242 requirement
  • Allows filing with Secretary of State
Must be approved by required vote threshold (typically majority).
Resolution:
RESOLVED FURTHER, that the officers of the Company be,
and each of them hereby is, authorized and directed to
execute the Restated Certificate on behalf of the
Company and to refile the Restated Certificate with
the Delaware Secretary of State in the form and manner
as required by the laws of the State of Delaware;
What this authorizes:
  • Officers can sign certificate on behalf of company
  • Officers can file with Delaware
  • Officers don’t need to come back for additional approval
Resolution:
RESOLVED FURTHER, that the officers of the Company be,
and each of them hereby is, authorized and directed,
for and on behalf of the Company, to take such further
actions and execute such documents as may be necessary
or appropriate in order to implement the foregoing
resolutions.
Catch-all provision giving officers flexibility to implement stockholder action.

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Approval of the financing

Stockholders also approve the sale of preferred stock itself.
WHEREAS clauses:
WHEREAS, the Board believes it is in the best interests
of the Company to issue and sell shares of the Series
Seed Preferred (the "Financing"); and

WHEREAS, after careful consideration, the undersigned
stockholders have determined that the terms and
conditions of the Financing are just and equitable and
fair as to the Company and that it is in the best
interests of the Company and the stockholders of the
Company to enter into the Financing subject to the
terms and conditions agreed upon by the parties.
Purpose:
  • Stockholders acknowledge they considered the terms
  • Determined terms are fair
  • Approve proceeding with financing
Creates record that stockholders made informed decision.
Resolution:
RESOLVED, that the Series Seed Preferred Stock
Investment Agreement by and among the Company and the
Purchasers (as defined therein) in substantially the
form attached hereto as Exhibit B (the "Purchase
Agreement"), providing for, among other things, the
issuance and sale by the Company of shares of Series
Seed Preferred at a cash purchase price of $[X] per
share, which may be paid in cash, conversion of
indebtedness or convertible securities, any other
lawful form of consideration or any combination
thereof, be, and it hereby is, approved in all
respects;
What this approves:
  • The specific purchase agreement
  • The price per share
  • The forms of payment
  • The terms and conditions
Resolution:
RESOLVED FURTHER, that the officers of the Company be,
and each of them hereby is, authorized and directed,
for and on behalf of the Company, to execute and
deliver the Purchase Agreement, and any and all other
agreements, certificates or documents required or
contemplated by the Purchase Agreement or deemed
necessary or appropriate in connection therewith, and
to take all actions deemed necessary or appropriate to
cause the Company's obligations thereunder to be
performed;
Officers have authority to execute all financing documents.
Resolution:
RESOLVED FURTHER, that the officers of the Company be,
and each of them hereby is, authorized and directed,
for and on behalf of the Company, to negotiate or
otherwise cause such additions, modifications,
amendments or deletions to be made to the Purchase
Agreement, and such other agreements, certificates or
documents, as any such officer may approve, and the
execution and delivery thereof by such officer shall
be deemed conclusive evidence of the approval of any
such addition, modification, amendment or deletion.
Officers can make changes without coming back to stockholders.

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Final provisions

General authorizing resolution:
RESOLVED, that the officers of the Company be, and each
of them hereby is, authorized and directed, for and on
behalf of the Company, to take such further actions and
execute such documents as may be necessary or
appropriate in order to implement the foregoing
resolutions;
Standard catch-all providing flexibility for implementation.

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Signature requirements and procedures

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How many signatures do you need?

1

Determine total outstanding shares

Count all issued and outstanding shares:
  • Common stock held by founders
  • Common stock held by employees
  • Common stock held by early investors
  • Preferred stock (if any exists)
Don’t count:
  • Authorized but unissued shares
  • Reserved shares in option pool
  • Outstanding options (unless vested and exercisable)
Example:
  • 8,000,000 shares of common stock issued and outstanding
  • 0 shares of preferred stock
  • Total: 8,000,000 shares
2

Determine vote threshold

Check your certificate of incorporation:Typical requirements:
  • Majority: 50%+ of outstanding shares
  • Supermajority: 66.67% or 75% of outstanding shares
  • Plus class votes if applicable
Most common for startups: Simple majority (50%+)Example:
  • 8,000,000 shares outstanding
  • Majority = 4,000,001+ shares
  • Need signatures from holders of 4,000,001+ shares
3

Identify key stockholders

Typically at seed stage:
  • 2-3 founders own vast majority
  • Maybe a few early employees
  • Maybe friends and family investors
Example cap table:
  • Founder A: 4,000,000 shares (50%)
  • Founder B: 3,000,000 shares (37.5%)
  • Employee 1: 500,000 shares (6.25%)
  • Employee 2: 500,000 shares (6.25%)
To get majority:
  • Option 1: Founder A alone (50% - just barely)
  • Option 2: Founder A + Founder B (87.5% - safe)
  • Better to get both founders plus employees for unanimity
4

Circulate and collect signatures

Practical process:
  1. Prepare consent document with exhibits
  2. Send to all stockholders (or at least those needed for majority)
  3. Track signatures as they come in
  4. Effective when threshold reached
Can use:
  • DocuSign or similar
  • Email PDF, collect scanned signatures
  • Physical signatures
  • Any combination
Even though you only need majority, try to get all stockholders to sign. Shows unanimity and avoids questions about who was for/against.

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Signature page format

Signature block:
[STOCKHOLDER NAME]

Signature: _________________________________

Date: ______________________________________

Number of Shares Held: _____________________
What to include:
  • Stockholder’s legal name
  • Their signature
  • Date signed
  • Number of shares they hold (helpful for calculating vote)

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Timing and coordination

1

Board approval comes first

Typical sequence:
  1. Board approves Restated Certificate (recommends to stockholders)
  2. Board approves financing (subject to stockholder approval)
  3. Then circulate to stockholders
Why this order:
  • Board reviews and recommends
  • Stockholders rely on board recommendation
  • Legal requirement: board approves before stockholders
Don’t circulate stockholder consent before board approval.
2

Circulate promptly after board approval

Timeline:
  • Board consents signed: Day 0
  • Stockholder consents circulated: Day 0-1
  • Stockholders sign: Days 1-3
  • Effective when threshold met: Day 2-3
At seed stage:
  • Usually just founders
  • Can get signatures same day
  • Often sign in same sitting
If founders are the only significant stockholders, you can often get board consent and stockholder consent signed in one session (board hats on, then stockholder hats on).
3

File certificate after stockholder approval

Only after stockholders approve:
  • Can file Restated Certificate with Delaware
  • Usually file same day or next day
  • Effective when filed (or future date if specified)
Process:
  • Officer signs certificate
  • File online or by mail with Delaware
  • Receive stamped copy back
  • Certificate is now effective
4

Close financing after certificate filed

Closing happens after:
  • Board approval ✓
  • Stockholder approval ✓
  • Certificate filed and effective ✓
Then:
  • Exchange money for stock
  • Issue stock certificates or update cap table
  • Financing is complete

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Common issues and solutions

Problem:
  • Need signatures from 4 stockholders
  • One stockholder is traveling/unreachable
  • Can’t get their signature
Solutions:1. Check if you need their signature:
  • Do you have majority without them?
  • If yes, proceed without them
  • If no, need to get their signature
2. Try harder to reach them:
  • Email, phone, text, LinkedIn
  • Use DocuSign (can sign on phone)
  • Send via FedEx if needed
3. Hold stockholder meeting instead:
  • Give required notice
  • Hold meeting (can be telephonic)
  • Vote at meeting
  • Only need majority present
Don’t forge signatures or “sign for” someone else. This is fraud and invalidates the entire consent.
Problem:
  • Stockholder disagrees with financing
  • Won’t sign consent
  • May be disgruntled former employee or early investor
Solutions:1. Determine if you need their vote:
  • If you have majority without them, proceed
  • They can’t block if you have required votes
2. If you need their vote:
  • Understand their concerns
  • Address legitimate issues
  • Negotiate if possible
  • Consider whether to proceed with financing
3. Check for drag-along rights:
  • Existing purchase agreements may include drag-along
  • May obligate them to approve
  • Rare at this stage but check
4. Legal action (last resort):
  • If stockholder breaching fiduciary duty or agreement
  • Consult lawyer
  • Expensive and time-consuming
Problem:
  • Not sure exactly how many shares each person holds
  • Cap table is messy or outdated
  • Old option exercises not recorded
Solutions:1. Clean up cap table before financing:
  • Reconcile all stock issuances
  • Record all option exercises
  • Cancel any forfeited unvested shares
  • Get cap table accurate
2. Use cap table software:
  • Carta, Pulley, Capshare
  • Official record of ownership
  • Generates signature pages automatically
3. Reference Delaware records:
  • Check stock ledger
  • Reconcile with state records
  • Resolve any discrepancies
Don’t proceed with financing until cap table is accurate.
Problem:
  • Stockholder has died
  • Or is incapacitated
  • Can’t sign consent
Solutions:1. Identify legal representative:
  • Estate executor/administrator (if deceased)
  • Legal guardian (if incapacitated)
  • Trustee (if shares in trust)
2. Get representative to sign:
  • They have authority to act for stockholder
  • Sign in representative capacity
  • May need supporting documentation
3. Example signature block:
ESTATE OF [DECEASED STOCKHOLDER]

By: _______________________________
Name: [Executor Name]
Title: Executor of the Estate
Date: _____________________________
1

Verify you have required votes

Before proceeding:
  • Count total shares represented by signatures
  • Confirm meets or exceeds threshold
  • Document the calculation
Example:
Total outstanding shares: 8,000,000
Required majority: 4,000,001 (50%+)

Signatures received:
- Founder A: 4,000,000 shares
- Founder B: 3,000,000 shares
- Employee 1: 500,000 shares
- Total: 7,500,000 shares (93.75%)

Threshold met: ✓ YES
2

File in corporate records

Maintain organized records:
  • File stockholder consent in minute book
  • Include all signature pages
  • Include Exhibit A (Restated Certificate)
  • Include Exhibit B (Purchase Agreement)
Electronic and physical:
  • Keep PDF in data room
  • Keep physical signed copy in safe place
3

File Restated Certificate

With Delaware Secretary of State:
  • Officer signs certificate
  • File online at corp.delaware.gov
  • Or mail with filing fee
  • Receive stamped copy
Timing:
  • File as soon as stockholder consent obtained
  • Usually same day or next business day
  • Effective immediately or on specified date
4

Proceed to closing

Now you can close the financing:
  • Execute stock purchase agreement
  • Exchange money for stock
  • Issue stock certificates
  • Update cap table
  • File Form D
All corporate approvals are complete.

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Special situations

When founders own 100% (or close):Stockholder consent is straightforward:
  • Usually just 2-3 founders
  • All sign consent
  • Represents 100% of shares
  • No coordination challenges
Can happen quickly:
  • Board consent morning
  • Stockholder consent afternoon
  • File certificate next day
  • Close financing day after
This is common at seed stage.

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Best practices

1

Plan ahead

Before starting financing:
  • Know your stockholder base
  • Have current contact info for all stockholders
  • Clean up cap table
  • Identify any potential issues
Don’t wait until you need signatures to discover problems.
2

Communicate clearly

When circulating consent:
  • Explain what stockholders are approving
  • Why it’s good for company
  • How it affects them (dilution)
  • Answer questions
Include cover email explaining:
  • Amount being raised
  • Valuation
  • Use of funds
  • Timeline
  • Who to contact with questions
3

Get more than minimum

Even if you only need 50%+1:
  • Try to get all stockholders to sign
  • Shows unanimity
  • Avoids questions about dissent
  • Cleaner corporate record
Only exception: truly unreachable stockholders with immaterial holdings.
4

Move quickly but carefully

Balance speed with accuracy:
  • Don’t rush so fast you make errors
  • But don’t dawdle - investors are waiting
  • Typical timeline: 2-5 days
Stay organized:
  • Track who has signed
  • Calculate votes received
  • Follow up with non-signers
  • Document everything
5

Maintain excellent records

After obtaining consents:
  • File in minute book immediately
  • Include all exhibits and schedules
  • Document vote calculation
  • Keep in data room for future diligence
Series A investors will review all prior consents.

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Resources and templates

Series Seed stockholder consent

Stockholder consent form for equity financing

Delaware Division of Corporations

File certificates and check company status

Cap table management

Tools to track stockholders:

Electronic signature

Collect signatures online:

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Next steps

Board consent

Learn about board approvals that must precede stockholder consent

Stock purchase agreements

Understand the definitive agreements stockholders are approving

Term sheets

Review how term sheets lead to the documents requiring stockholder approval

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