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

1. Corporation legal name — must match Articles exactly
2. State of incorporation — determines statutory citation
3. Articles filing date — date filed with Secretary of State
4. Incorporator name(s) — full legal name of each incorporator
5. Initial director names — full legal names of all appointees
6. Bylaws — attach as Exhibit A or note if pending

Quick Start

1. Collect all required inputs above.
2. Identify the governing statute for the state (see State Variance below).
3. Draft per the output structure; include optional resolutions only if client requests.
4. Attach bylaws as Exhibit A or add placeholder.
5. 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

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