Stockholder Consent Ratifying a Defective Corporate Act
The undersigned, being the holders of [The percentage of outstanding voting stock signing this consent, computed excluding the putative shares being ratified (for example, "a majority")] of the outstanding shares of capital stock of [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), entitled to vote on the ratification described below (computed without regard to the putative shares being ratified, as required by Section 204(d) of the Delaware General Corporation Law (the "DGCL")), pursuant to Section 228 of the DGCL, hereby adopt the following resolutions by written consent:
Note: Under Section 204(d) of the DGCL, the shares of putative stock being ratified are not entitled to vote and are not counted toward quorum on the ratification, and the required approval percentage is measured under the voting standard applicable to the type of act at the time of ratification. Notice of the ratification must be given to holders of valid and putative stock (including nonvoting holders and holders as of the time of the defective act), and a less-than-unanimous written consent additionally requires prompt notice to non-consenting stockholders under Section 228(e). Always consult with counsel before using this consent.
Consent
| Company | [Full legal name of the Delaware corporation] |
| Board ratifying consent approved | [Reference to the board ratifying consent being approved (for example, "the Action by Written Consent of the Board of Directors dated March 1, 2026")] |
| Defective corporate act | [Description of the defective corporate act ratified by the Board and approved here (for example, "the issuance of 500,000 shares of Common Stock to Jane Founder")] |
| Approving stockholders | [The percentage of outstanding voting stock signing this consent, computed excluding the putative shares being ratified (for example, "a majority")] |
| Consent date | [Date the stockholder consent is effective and signed] |
Resolutions
1. Approval of the Ratification
WHEREAS, the Board of Directors of the Company adopted resolutions ratifying a defective corporate act pursuant to Section 204 of the DGCL, namely [Description of the defective corporate act ratified by the Board and approved here (for example, "the issuance of 500,000 shares of Common Stock to Jane Founder")], as set forth in [Reference to the board ratifying consent being approved (for example, "the Action by Written Consent of the Board of Directors dated March 1, 2026")] (the "Board Ratification");
RESOLVED, that the stockholders hereby approve the ratification of the defective corporate act described in the Board Ratification, in accordance with Sections 204(c) and 204(d) of the DGCL;
3. Notice
RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed to give the notices required by Sections 204(d), 204(g) and 228(e) of the DGCL to the holders of valid stock and putative stock entitled to receive them;
4. General Authorizing 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.
Signatures
This Action by Written Consent shall be filed with the minutes of the proceedings of the stockholders of the Company.
The undersigned have executed this Action by Written Consent as of the date set forth under his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.
Stockholder
Signature:
Print Name: [Full name of a stockholder signing the consent]
Date: [Date the stockholder consent is effective and signed]