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Board & Stockholder Consents Approving a Financing
Board and stockholder written consents in lieu of a meeting that authorize a SAFE, note, or priced round, with the charter amendment, share issuance, and officer authority all in one package.
What is a Board & Stockholder Consents Approving a Financing?
A Board & Stockholder Consents Approving a Financing is a pair of written consents in lieu of a meeting, one for the board and one for the stockholders, that authorize a SAFE, note, or priced round, with the charter amendment, share issuance, and officer authority all in one package.
Any company closing a financing needs the board (and often the stockholders) to formally approve it in writing. This assembles both consents with the right resolutions for whichever instrument you're issuing.
Board & Stockholder Consents Approving a Financing template, current for 2026
DGCL 2024–25-aware written-consent mechanics, instrument-specific resolution sets (SAFE / note / priced round), a clean charter-amendment authorization for priced rounds, officer authority for CTA/BOI filings, and electronic-signature language for remote consents.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Board & Stockholder Consents Approving a Financing as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the full legal name of the company issuing the securities? This is the corporation whose board and stockholders are consenting. Use the exact name on the certificate of incorporation.
- In what U.S. state is the company incorporated? Governs which corporation statute applies (e.g., Delaware DGCL). Most venture-backed startups are Delaware corporations.
- What type of entity is the company? Determines the correct entity references and any public-benefit provisions. Most financings involve a standard C-corporation.
- As of what date are these consents effective? The written consents take effect as of this date once the required signatures are obtained.
- What type of financing is being approved? The core structure drives which authorizations are needed. A priced round needs a charter amendment and share issuance; SAFEs and notes are convertible instruments.
- What is the name or label of this financing round? Used to caption the resolutions and refer to the financing throughout the document.
- What is the target aggregate amount to be raised in this financing? The maximum amount the board is authorizing the company to raise, so officers know their ceiling.
- Who is the lead investor (if any)? Named in the resolutions where a lead investor is negotiating the principal terms. Leave blank if there is no single lead.
- Is any director signing the board consent affiliated with the lead investor (for example, a partner, principal, officer, or designee of the lead)? If a signing director is an interested party in the financing, Delaware law lets the transaction be cleansed by disclosing the interest and obtaining approval of the disinterested directors under DGCL Section 144(a). Answering yes adds that cleansing recital.
- Which director is affiliated with the lead investor? Named in the interested-director cleansing recital as the person whose interest is disclosed and who abstains from the disinterested vote.
- For a priced round, what is the purchase price per share of the new preferred stock? The per-share price the board is fixing for the new series. Together with the raise, this sets the number of shares.
- What is the name of the new series of preferred stock being authorized? The designation of the new series created by the charter amendment (e.g., Series A Preferred Stock).
- How many total shares of the new preferred series will be authorized under the amended charter? The number of shares of the new series that the amended certificate of incorporation will authorize.
- How is the charter being amended for the priced round? Priced preferred rounds almost always adopt a full Amended and Restated Certificate of Incorporation setting out the new series' rights.
- Are any of the amendment terms to be fixed later by an officer's certificate rather than stated in full in the charter document itself? Under Delaware SB 313 (2024), DGCL Section 242(d) permits the board and stockholders to approve an amendment whose specific terms (such as the final number of shares or price) are set by an officer's certificate filed later, provided the parameters are approved in advance. Answering yes adds that mechanism.
- Does the charter amendment also increase the total number of authorized shares of common stock? Rounds often increase authorized common to leave room for conversion and the option pool. This adds the specific resolution language.
- What will the new total authorized common stock number be? The post-amendment total of authorized common shares, recited in the charter resolution.
- Does the company already have one or more outstanding series of preferred stock whose protective provisions or class vote are required to approve this charter amendment? If existing preferred is outstanding, its certificate of designations usually requires a separate class or series consent (a protective provision) before the charter can be amended or a senior series created. Answering yes adds the class-consent hook.
- What is the record date for determining stockholders entitled to consent? For a non-unanimous stockholder consent, the resolution recites the record date used to fix the holders and shares entitled to act. Often the same as the consent date.
- What is the aggregate number of outstanding voting shares actually executing the stockholder consent? For a non-unanimous consent, the resolution recites the exact number of shares consenting so the record shows the required threshold was met. Enter the aggregate share count.
- What percentage of the outstanding voting power do the consenting shares represent? Recited alongside the share count to confirm the consent meets or exceeds the required majority.
- If any separate class or series of preferred stock is consenting, describe the number and percentage of that class or series consenting. Where the charter amendment requires a separate class vote of preferred, the consent must show that class threshold was met too. Leave blank if not applicable.
- Is the company also increasing its equity incentive plan (option pool) as part of this financing? Investors frequently require a pool top-up before the round closes. Adds a plan-increase resolution and stockholder approval where required.
- How many shares will the equity incentive plan be increased to (or by)? The new plan reserve, recited in the plan resolution.
- Is that number the new total reserve or the amount of the increase? Says which the figure is, the aggregate reserve or the incremental add, so the resolution is unambiguous.
- What terms govern the SAFE? Sets the economic terms recited in the SAFE authorization resolution.
- Is the SAFE a post-money or pre-money SAFE? The current Y Combinator standard is the post-money SAFE, in which the valuation cap measures ownership after all SAFEs convert. This materially changes dilution versus the older pre-money form, so the board should fix it expressly.
- What is the SAFE valuation cap? The valuation cap that governs conversion, recited in the resolution on the post-money or pre-money basis you selected.
- What is the SAFE discount rate? The percentage discount to the next round's price, recited in the resolution.
- Will the company grant pro-rata (participation) rights to SAFE investors by side letter? Post-money SAFEs typically move pro-rata rights into a separate side letter. Answering yes authorizes officers to execute that side letter.
- What is the aggregate principal amount of convertible notes authorized? The maximum note principal the board is authorizing the company to issue.
- What is the annual interest rate on the notes? The stated interest rate recited in the note authorization resolution.
- What is the maturity date of the convertible notes? The outside date on which the notes come due if not converted, recited in the resolution.
- What is the seniority of the notes relative to the company's other debt? Fixes the notes' ranking, ahead of, alongside, or behind the company's other indebtedness, which the resolution recites.
- Are the notes secured or unsecured? Secured notes need the resolution to authorize a security interest in the company's assets; unsecured notes do not.
- May the notes be prepaid before maturity? Convertible notes are commonly prepayable only with investor consent so investors preserve their conversion upside. The resolution recites the rule you choose.
- What is the qualified-financing threshold that triggers automatic conversion of the notes? The minimum size of a future equity financing (gross proceeds) that counts as a qualified financing and converts the notes automatically. Recited as a defined term in the resolution.
- What is the conversion valuation cap on the notes (if any)? The cap that governs note conversion into the next equity round. Leave blank if none.
- What is the note conversion discount (if any)? The discount to the qualified-financing price applied on conversion. Leave blank if none.
- List the principal transaction documents being approved (one per line). These are the agreements the board is authorizing officers to execute. Listing them makes the omnibus authorization precise.
- How is the board approving, by unanimous written consent or by a stated majority? Board written consents are typically unanimous unless the charter/bylaws and statute permit non-unanimous consent. This tailors the recital.
- List the names of all directors who will sign the board consent (one per line). Each director signs the written consent. These names populate the board signature blocks.
- How are the stockholders approving? Charter amendments and plan increases usually require stockholder approval. Unanimous consent avoids notice mechanics; a majority consent requires reciting the record date, the shares consenting, delivery within sixty days, and post-consent notice to non-consenting holders.
- List the stockholders (and their approximate share counts, if known) who will sign the stockholder consent (one per line). These names and holdings populate the stockholder signature blocks and support the vote count.
- Which officers should be authorized to execute the financing documents? List name and title (one per line). The omnibus authorization lets these officers sign and file everything. Usually the CEO and the CFO or Secretary.
- Is the company a foreign (non-U.S.) reporting company that must file a FinCEN beneficial-ownership information (BOI) report? Under the March 2025 FinCEN interim final rule, domestic U.S. companies are exempt from the Corporate Transparency Act's BOI reporting; only foreign reporting companies registered to do business in the U.S. must file. Answer yes only if this company is a foreign reporting company. Either way, officers are authorized to file any required updated or corrected reports.
- Which state's law governs these consents? Normally the state of incorporation. Controls interpretation of the consents themselves.
- Should the securities carry a restricted-securities legend recital (Rule 144 / Reg D)? Almost always yes for a private financing; the shares or instruments are unregistered and restricted. Adds the securities legend and exemption recital.
Frequently asked
About the Board & Stockholder Consents Approving a Financing and how HDAi works.
What is a Board & Stockholder Consents Approving a Financing? +
A Board & Stockholder Consents Approving a Financing is a pair of written consents in lieu of a meeting, one for the board and one for the stockholders, that authorize a SAFE, note, or priced round, with the charter amendment, share issuance, and officer authority all in one package. Any company closing a financing needs the board (and often the stockholders) to approve it formally in writing, and this assembles both consents with the right resolutions for whichever instrument you're issuing.
Is HDAi's Board & Stockholder Consents Approving a Financing legally binding? +
The Board & Stockholder Consents Approving a Financing HDAi generates are professionally drafted and become binding once completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish them, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs, and for any other draft an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Board & Stockholder Consents Approving a Financing? +
You can generate and download the Board & Stockholder Consents Approving a Financing in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Board & Stockholder Consents Approving a Financing current for 2026? +
DGCL 2024–25-aware written-consent mechanics, instrument-specific resolution sets (SAFE / note / priced round), a clean charter-amendment authorization for priced rounds, officer authority for CTA/BOI filings, and electronic-signature language for remote consents.
How long does the Board & Stockholder Consents Approving a Financing take? +
Estimated time about 24 min (48 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Board & Stockholder Consents Approving a Financing work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.