Unanimous Written Consent Template for Austria

A Unanimous Written Consent is a formal document under Austrian corporate law that enables shareholders or board members to take binding corporate actions without conducting a physical meeting. This document, governed by the Austrian Commercial Code (UGB) and relevant corporate statutes, serves as an official record of corporate decisions made with the agreement of all entitled parties. It must comply with Austrian formal requirements for corporate documentation and can be used for various corporate actions, from routine business decisions to significant corporate changes.

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What is a Unanimous Written Consent?

The Unanimous Written Consent is a crucial corporate governance tool in Austrian business practice, particularly useful when immediate action is required or when organizing physical meetings proves impractical. This document type is recognized under the Austrian Commercial Code (UGB) and must comply with specific requirements of Austrian corporate law. It serves as an alternative to formal meetings while maintaining the same legal effect, provided all entitled parties give their consent. The document typically includes detailed resolutions, supporting documentation, and must be executed by all voting members to be valid. It's commonly used for both routine corporate matters and significant decisions such as approving contracts, authorizing corporate transactions, or making structural changes to the organization.

What sections should be included in a Unanimous Written Consent?

1. Header and Date: Identifies the company, the type of consent (shareholder/board), and the effective date of the resolutions

2. Recitals: States the authority for acting by written consent under Austrian law and company bylaws, confirms all parties entitled to vote are participating

3. Legal Authority: References to relevant sections of Austrian law (UGB/AktG) and company documents authorizing action by written consent

4. Resolutions: Clear, numbered statements of each action being approved by the written consent

5. Effectiveness: Statement that the resolutions are effective upon execution by all required parties

6. Counterparts and Execution: Provision allowing for execution in counterparts and signature blocks for all required parties

What sections are optional to include in a Unanimous Written Consent?

1. Further Actions: Authorization for officers to take additional steps to implement the resolutions - include when the approved actions require subsequent implementation steps

2. Ratification: Confirmation of prior actions - include when seeking to ratify previously taken actions

3. Electronic Execution: Provisions regarding electronic signature - include when electronic execution is contemplated

4. Waiver of Notice: Explicit waiver of any notice requirements - include when required by bylaws or Austrian law

What schedules should be included in a Unanimous Written Consent?

1. Schedule A - Resolutions: Detailed text of resolutions if too lengthy to include in main document

2. Schedule B - Supporting Documents: Copies of relevant agreements, certificates, or other documents being approved

3. Appendix 1 - Proof of Authority: Documentation proving signatories' authority to act (if required)

4. Appendix 2 - Company Register Extract: Recent extract from Austrian Company Register (Firmenbuch) confirming current shareholders/board members

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Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

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What is a Unanimous Written Consent?

What sections should be included in a Unanimous Written Consent?

What sections are optional to include in a Unanimous Written Consent?

What schedules should be included in a Unanimous Written Consent?

Authors

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