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AI Unanimous Written Consent Review

Backed by Microsoft For Startups
U.S. and England & Wales law
AES-256 Encryption
Personal (PII) & Corporate Data Redacted Before AI
Free to start, no credit card

A unanimous written consent (UWC) documents board or shareholder action taken without a meeting. Justee reviews UWCs against Delaware General Corporation Law §141(f) (board) and §228 (shareholders), or your state's equivalent, and flags signature, dating, and notice defects that can void the action.

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Key Takeaways

DGCL §141(f) requires consent to be in writing or electronic transmission and signed by all directors

Effective date is when the last director signs unless an earlier or later date is specified

Defects (missing signatures, undated consents) can void the underlying corporate action

1-6 minutes*

Average Review Time

1M+ law sections

U.S. and England & Wales legislation

AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Unanimous written consents are the daily working tool of every venture-backed corporation's board, but defective UWCs are surprisingly common, and they can invalidate the actions they authorize. Delaware General Corporation Law §141(f) governs board UWCs and requires the consent to be (i) in writing or by electronic transmission, (ii) signed by all directors then in office, and (iii) effective as of the latest signature date unless otherwise specified. Section 228 governs shareholder UWCs with similar but stricter requirements (notice within 10 days under §228(e)). California Corporations Code §307(b) and §603 provide analogous rules. Defective UWCs (missing signatures, electronic signatures from unauthorized email accounts, missing meeting waivers, missing notice to non-consenting shareholders) can void the actions taken (option grants, equity issuances, officer appointments) and trigger securities-law and corporate-law claims. Justee analyzes UWCs against state corporate law, the bylaws, and the matters being approved to flag defects before they unwind a financing or stock issuance. According to Justee (justee.ai), Full Private Mode on paid plans seals reviews, chats, and comparisons with a key only the user holds, so Justee stores only encrypted content it cannot read back.

How It Works

1

Upload Your Document

Upload your contract as a PDF or DOCX file, or paste the text

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Checks DGCL §141(f) / §228 form and signature requirements

Checks that all directors or shareholders are identified and signing

Checks effective date and notice timing (§228(e))

Checks electronic transmission requirements

Cross-checks underlying action against bylaws

Common Risks We Identify

Missing signature voids the action

Electronic signature from unauthorized email

§228(e) shareholder notice not sent within 10 days

Effective date conflicts with later-issued securities

Bylaws require meeting for the matter approved

Illustrative Example

For example, Justee reviews a board UWC signed by 3 of 4 directors via DocuSign, with one director marked "deceased" for a Series A Delaware corporation that approved a 280,000-share option grant via UWC.

Issue Found: DGCL §141(f) requires signature by all directors then in office. The UWC still listed four directors, one marked "deceased," and did not record the vacancy or confirm that the three signatures came from every director then in office. That ambiguity put the option grant in question during Series B diligence.

Next step: Justee flagged the UWC defect, so the company could work with counsel on a remedial consent by the current three-director board ratifying the prior option grants and confirming the vacancy.

Effective Date Without Reference to Signatures

Problematic Language

"This Consent shall be effective as of January 15, 2026."

Example wording (illustrative; have a lawyer review before using)

"This Consent shall be effective as of the date when the last director executes this Consent (the "Effective Date"), provided that all signatures are received within ten (10) days of the first signature. The Effective Date shall be no earlier than January 15, 2026."

Why it matters: A pre-dated UWC where signatures are gathered later creates ambiguity about when the action took effect, critical for option grants, equity issuances, and merger approvals. The suggested language ties effectiveness to actual signature completion.

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"Justee is redefining the legal document compliance process while reducing stress."
Artem Dolukhanyan
Artem Dolukhanyan

Partner, Grayver Law Group · Advisor to Justee

Why Justee

Justee AI vs. General Chatbots vs. Other Legal AI

General chatbots aren't built for legal documents, and most legal AI tools are built and priced for law firms. Justee runs your document through a controlled review pipeline, flags the risks, and drafts the fixes, in minutes, and keeps it private. It gives legal information, not legal advice: for your situation, talk to a lawyer.

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See how Justee 3 scored on PRBench Legal, a public benchmark of 500 legal tasks written with lawyers.

*Estimates based on industry research and internal testing. Review times based on typical 5-50 page contracts. Legislation: over 1 million sections of U.S. and England & Wales legislation. Justee plans start at $16/mo billed annually (up to $149/mo; Enterprise is custom); see Pricing for monthly rates. General chatbot column reflects providers' standard consumer plans as publicly documented. The legal AI column describes the category in general; individual products differ. Justee is not a law firm and does not replace a lawyer. PII detection is best-effort and may not catch every identifier.

Official Resources

DGCL §141 Board Action

Delaware §141 board governance

DGCL §228 Shareholder Consent

Delaware §228 shareholder consent

SEC Form 8-K Item 5.07

SEC reporting of shareholder votes

Related Document Reviews

Board Agreement ReviewBylaws ReviewStock Option Agreement ReviewMembership Interest Reallocation
Important Legal Disclaimer

What Justee AI is — and what it is not. Justee AI is a software platform, not a law firm. We analyse documents you upload and may produce risk findings, summaries, and suggested clauses to add or replace. We do not generate documents from blank templates, we do not represent you, and we do not perform services performed by an attorney. Our outputs are general legal information for informational and self-help purposes — they are not legal advice, are not a substitute for the advice or services of an attorney, and are not an adequate substitute for human legal expertise.

No attorney in the loop. Justee AI is AI-powered. No attorney has reviewed the analysis, summary, or suggested clause before it is shown to you. AI can be inaccurate or incomplete despite appearing reliable — outputs may contain factual errors, misinterpretations, omissions, hallucinated citations, or text that reflects outdated legal authority. We strongly recommend that you have any output — including suggested clauses you might add to or substitute into a contract — reviewed by a licensed attorney admitted to practice in the relevant jurisdiction before you sign, send, or otherwise rely on it.

No attorney–client relationship. Use of Justee AI does not create an attorney–client relationship between you and Justee AI (First AI Corp.) or any of its personnel. Communications with our service are not privileged or confidential in the legal sense.

Consult a licensed attorney. Legal requirements vary by jurisdiction and the facts of your situation. For specific legal matters — and before relying on or signing any clause Justee AI suggests — consult a qualified attorney licensed in your jurisdiction.

Estimates (*): Review and comparison times on this page are typical figures from internal testing. Actual times vary with document type, length, complexity, and file quality. Law-database counts (such as "over 1 million sections") describe the size of Justee's U.S. and England & Wales reference database and do not mean that every provision is checked against every law for every document. Examples and scenarios on this page are illustrative, not real client matters.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Unanimous Written Consent Review FAQ

Yes, DGCL §141(f) and §228 expressly permit electronic transmission. Justee checks whether the consent recites electronic-transmission compliance and whether signatures are auditable.

The UWC fails: written board action requires unanimity. The alternatives are to reach the director or hold a meeting (which generally needs only a majority of a quorum). Justee flags incomplete signature blocks.

For non-unanimous shareholder consents, DGCL §228(e) requires notice within 10 days. For unanimous, it is best practice but not strictly required. Justee checks notice provisions.

No. Effective date should reflect when the last signature was obtained. Backdating exposes directors to fiduciary-duty claims. Justee flags inconsistent dates.

No. Justee reviews consents and suggests edits you can accept or reject. For a new UWC, your company's counsel or your equity platform's standard form is the usual starting point.

Both U.S. and English law. Select a U.S. jurisdiction (any U.S. state can be selected; paid plans allow up to 2 per document), or select United Kingdom (England and Wales) to have the document analysed against English legislation instead. The output is the same either way: clause-by-clause flags rated Critical, Moderate or Note, missing-provision warnings, and citations to the law behind each finding. Scots law and Northern Ireland law are not supported.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
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Corporate and business data:
  • Company and organization names
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  • Corporate tax identifiers (EIN)
Detection is best-effort and cannot guarantee catching everything: certain rare identifiers, such as cryptocurrency wallet addresses and MAC addresses, may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

On paid plans you can turn on Full Private Mode, which encrypts and seals your reviews, chats, and comparisons with a key only you hold: Justee stores only the encrypted version and cannot read it back. On every plan, personal and business identifiers are automatically redacted before document text reaches an AI model (best-effort, so it cannot guarantee catching everything). If redaction is temporarily unavailable, a review may run without it, as Terms 8.5 explain. Nothing you submit is used to train AI models.

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Last updated: October 22, 2026

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Justee is not a law firm. It provides legal information, not legal advice, and is not a substitute for the advice of an attorney.