ThomasMoreAI Action by Written Consent of Incorporator
Formalizes the incorporator's organizational actions after Articles of Incorporation are filed, transferring authority to the initial board of directors.
Required Inputs
- Corporation legal name — must match Articles exactly
- State of incorporation — determines statutory citation
- Articles filing date — date filed with Secretary of State
- Incorporator name(s) — full legal name of each incorporator
- Initial director names — full legal names of all appointees
- Bylaws — attach as Exhibit A or note if pending
Quick Start
- Collect all required inputs above.
- Identify the governing statute for the state (see State Variance below).
- Draft per the output structure; include optional resolutions only if client requests.
- Attach bylaws as Exhibit A or add placeholder.
- Replace all bracketed placeholders before delivery.
Output Structure
Header — Title with corporation name and effective date.
Preamble — Identifies incorporator, corporation name, state, and Articles filing date.
Resolutions (numbered):
| # | Action | Notes |
|---|---|---|
| 1 | Adopt Bylaws | "RESOLVED, that the Bylaws attached hereto as Exhibit A are hereby adopted…" |
| 2 | Appoint Initial Directors | List each director by full legal name; serve until successors elected and qualified |
| 3 | (Optional) Set fiscal year | Calendar year or specified end date |
| 4 | (Optional) Authorize bank accounts | Name designated institutions |
| 5 | (Optional) Ratify prior acts | Ratify actions taken before this consent |
Role Conclusion — Explicit statement that incorporator duties are complete and authority transfers to the board.
Execution Block — Signature line for each incorporator with printed name and title "Incorporator."
Exhibit A — Executed bylaws or placeholder if pending.
State Variance
- Delaware: DGCL § 108
- California: Corp. Code § 210
- MBCA states: MBCA § 2.05 (most other states)
- Default: When state is unspecified, draft to MBCA standards
- Always verify the specific statutory citation for the target state
Checks
- Corporation name, state, and filing date must be consistent throughout and match the filed Articles
- Director count must comply with minimums/maximums in Articles or state statute
- Multiple incorporators: all must sign unless statute or Articles permit majority action
- Notarization is typically not required; flag if state law mandates it
- Remind client: executed consent goes into corporate minute book with Bylaws and Articles
- Never deliver with unfilled bracketed placeholders