Rhode Island Unanimous Consent of Shareholders in Lieu of Annual Meeting is a legal provision that allows shareholders of a company incorporated in Rhode Island to give their consent to decision-making without holding an actual annual meeting. This provision is important in streamlining corporate activities and facilitating more efficient decision-making processes. Under Rhode Island General Laws Section 7-1.2-903, shareholders may provide their unanimous consent in lieu of a physical annual meeting to vote on matters that would normally require shareholder approval. This alternative method allows shareholders to approve various corporate actions, resolutions, or decisions without the need for directly organizing and attending an annual meeting. Instead, they can submit their agreement in writing or electronically, providing unanimous consent and authorization for specific actions. This unanimous consent can cover a wide range of matters, including but not limited to: 1. Election of Directors: Shareholders can use unanimous consent to vote on the election or re-election of directors to the company's board. This allows for a smooth transition or continuation of board members' terms, ensuring ongoing corporate governance. 2. Ratifying Financial Statements: Rhode Island's unanimous consent of shareholders allows for the ratification of financial statements, which is typically a requirement during annual meetings. Shareholders can review and approve the company's financial statements without holding a physical meeting. 3. Approving Corporate Actions: Unanimous consent can be used to authorize various corporate actions, such as mergers, acquisitions, dissolution, amendments to the company's articles of incorporation or bylaws, and other significant business decisions. This allows for a streamlined decision-making process, saving time and effort. It is important to note that while unanimous consent streamlines decision-making, certain matters may require more than just the consent of shareholders, such as amendments requiring a specific majority or super-majority vote. These matters usually involve fundamental corporate changes or extraordinary business transactions. In such cases, holding an annual meeting to acquire the necessary shareholder approval may still be necessary. Rhode Island Unanimous Consent of Shareholders in Lieu of Annual Meeting provides flexibility and convenience for companies and their shareholders. By utilizing this provision, companies can save costs associated with organizing physical meetings, and shareholders can participate in decision-making processes without the need to physically attend an annual meeting. It simplifies the administrative burden while ensuring that shareholder voices are heard and their consent is appropriately documented.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.