Action of Sole Incorporator Electing Directors
What this document covers
The Action of Sole Incorporator Electing Directors is a legal document used by a sole incorporator to officially elect directors for a corporation. This form serves a specific purpose in the corporate governance process, distinct from other corporate forms, by enabling a single individual to make critical decisions regarding the board of directors without a formal meeting. It is particularly useful for starting corporations where only one person is involved in the incorporation process.
Form components explained
- Date of the action.
- Resolution to adopt bylaws for the corporation.
- Specification of the number of directors and their election.
- Authorization for the board to issue shares of capital stock.
- Signature of the sole incorporator.
When to use this document
This form should be used when you are establishing a new corporation as the sole incorporator and need to formally elect the initial board of directors. It is applicable when you are working within states that recognize the general corporation law, such as Delaware, and will help in laying down the foundational governance framework of the corporation.
Intended users of this form
- Sole incorporators establishing a corporation.
- Individuals who are managing the formation of a new business entity.
- Entrepreneurs seeking to define governance for their corporation.
Completing this form step by step
- Enter the name of your corporation at the top of the form.
- Specify the date of the action being taken.
- Adopt the proposed bylaws by attaching them as an exhibit.
- Indicate the number of directors to be elected and list their names.
- Sign and date the form as the sole incorporator.
Does this document require notarization?
Notarization is not commonly needed for this form. However, certain documents or local rules may make it necessary. Our notarization service, powered by Notarize, allows you to finalize it securely online anytime, day or night.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Avoid these common issues
- Failing to specify the number of directors or their names.
- Not attaching the bylaws as required.
- Omitting the date of the action.
- Not signing the document as the sole incorporator.
Benefits of completing this form online
- Convenience of downloading and filling out the form at your own pace.
- Editability allows you to tailor the document to fit your specific needs.
- Access to professionally drafted templates ensures legal reliability.
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FAQ
Incorporators are those stockholders who originally form a corporation, and whose signatures appear in the Articles of Incorporation. Each incorporator must own at least 1 share of the capital stock.
If the company is publicly traded, members of the board of directors are elected by shareholders, which often includes the company's founder, if the business is still in an early stage. board members can often be nominated for the position by an existing board member.
Generally, an incorporator must be 18 years old. The incorporator may be an attorney or other person hired expressly to serve as incorporator. Or, they may be a shareholder, a member of the board of directors, or an officer such as president, treasurer, or secretary.
An incorporator is the person or company forming a new company. To simplify the registration process we at SwiftReg only cater for natural persons being incorporators.On completion of the company registration we issue the share certificates to the shareholders. The directors therefore = the incorporators.
At this time of formation, the sole incorporator is the only person with authority to act on behalf of the corporation, so this consent provides the directors with the authority they need to take corporate action.
Generally, an incorporator must be 18 years old. The incorporator may be an attorney or other person hired expressly to serve as incorporator. Or, they may be a shareholder, a member of the board of directors, or an officer such as president, treasurer, or secretary.
Both incorporators and directors play important roles with regards to corporate entities. Typically, the duties of these individuals vary greatly. An incorporator's primary role takes place before a corporate entity is formed, and a director's duties kick in after corporate formation.
An incorporator is the individual who organizes the incorporation and arranges for the Articles of Incorporation to be filed with the Secretary of State.Most frequently, the incorporator is the lawyer who is handling the formation of the corporation.
Typically, incorporators are the actual owners of the business. In such a situation, although they begin as incorporators with very little rights, they become the owners of the corporation once its existence begins.
