Action by Written Consent of Board of Directors - Upon Incorporation
What this document covers
The Action by Written Consent of Board of Directors - Upon Incorporation is a crucial document used by newly formed corporations to formally recognize decisions made by the board of directors without convening a meeting. This form captures essential resolutions, including the appointment of officers and approval of bylaws, which are vital during the post-incorporation phase. Unlike other corporate forms, this document simplifies the approval process, allowing for swift action by the board while ensuring compliance with legal requirements.
What’s included in this form
- Resolution to approve actions taken by the incorporator.
- Adoption of the company's bylaws.
- Election of corporate officers, including positions such as President, Vice President, Secretary, and Treasurer.
- Authorization of the corporate seal and procurement of necessary corporate records.
- Designation of depositories for corporate funds and the authority to manage accounts.
- Authorization for issuing shares of Common Stock and acknowledging stock subscriptions.
State-specific compliance details
This form is a general form that can be adapted for use in different states. Since each state has its own laws, make any needed updates before completing it.
When to use this document
This form should be used immediately after the incorporation of a business. It is essential for ensuring that the board of directors officially adopts critical resolutions that govern the operation of the corporation. Scenarios include appointing officers, establishing bylaws, and initiating the issuance of shares. This form is especially beneficial for new corporations that wish to streamline their governance process and maintain compliance with state laws.
Who this form is for
This form is intended for:
- Newly incorporated business owners and their directors.
- Corporations seeking to formalize board decisions quickly.
- Legal professionals assisting clients with corporate governance.
- Any individual involved in the incorporation process who needs to ensure decisions are documented according to state law.
Instructions for completing this form
- Insert the name of the corporation and the date of the written consent.
- List the names and roles of the appointed officers in the specified sections.
- Fill in the corporate seal and ensure it is affixed properly.
- Designate the financial institutions where the company's funds will be held.
- Include the number of shares to be issued and the corresponding values as required.
- Ensure all board members sign and date the document to validate the consent.
Is notarization required?
In most cases, this form does not require notarization. However, some jurisdictions or signing circumstances might. US Legal Forms offers online notarization powered by Notarize, accessible 24/7 for a quick, remote process.
Typical mistakes to avoid
- Failing to specify all appointed officers, leading to governance issues.
- Neglecting to verify compliance with state-specific requirements.
- Not securing signatures from all board members, making the consent invalid.
- Overlooking the necessity of including the corporate seal, if required.
Why complete this form online
- Immediate availability for download, allowing for quick incorporation actions.
- Editability to customize the document according to specific business needs.
- Reliability, as the form is drafted by licensed attorneys, ensuring legal compliance.
- Simplified access, eliminating the need for in-person meetings to document decisions.
Form popularity
FAQ
Shareholder action by written consent refers to corporate shareholders' right to act by written consent instead of a meeting. This type of consent avoids some of the negative characteristics of shareholder meetings.Shareholder action by written consent is also known as: Shareholders' Consent to Action Without Meeting.
Actions Requiring Board and Stockholder Approval Enter into fundamental corporate transactions (sale of company, merger, sale of substantially all assets of corporation, etc.) Appoint officers. Issue securities that will affect the capitalization of the corporation (issuing shares, issuing stock options, etc.)
Following definition of Board actions, in ascending order of degree or intensity: Discipline as Warning. Counsel or advice to be careful or to stop doing something. Discipline as Reprimand. A rebuke give for having done something wrong; scolding, reproof.
The Unanimous in Unanimous Written Consent reflects the fact that board of director consents typically must be approved by all board members. See, e.g., California Corporations Code Section 307(b) and Delaware General Corporation Law Section 141(f).
Consent request: A request for a bondholder's permission to change the bond agreement. The company may usually offer to compensate you for your consent. Rights offer: An offer to current shareholders to purchase new shares that are typically below the market price before the company offers them publicly.
Board Consent refers to the approval of a startup's board of directors. The Board Consent can take written form or can be effected at a meeting of the Board of Directors. Board Consent is needed to approve certain startup transactions, such as option grants.
