Corporate‎ > ‎

Written Consent of Directors


Overview
- The Unanimous Written Consent of Directors in Lieu of the First Meeting is used by the directors of a new small corporation to formally approve the initial actions of a new corporation.  The Unanimous Written Consent allows the directors to act by written consent instead of going through the formality of a live meeting.
- Shortly after a new corporation is formed, it is customary for the first board of directors to take formal actions such as approval of the incorporator's activities, approval of incorporation documents, election of officers, approval of the corporate seal, and stock issuance. 
- This assumes that the state law where the corporation is formed allows the directors to act by written consent.  Before proceeding, the directors should make sure that the initial actions can be taken in this manner.
- After the Certificate of Incorporation is accepted at the office of the Secretary of State, it is customary for the incorporator (or incorporators, if more than one) to elect directors and to waive claims against the corporation for duties as incorporator.   
- Use the Business Attorney Action by Incorporator document for these matters.  The next action is usually taken by the board of directors through this Unanimous Written Consent document.
- After signing the Unanimous Written Consent form, many small corporations will not need to hold a directors meeting or take other actions by written consent until the first regular annual meeting of the shareholders and the first regular annual meeting of the board of directors.  

When You Need It
- To allow the Board of Directors of a new small corporation to provide its unanimous written consent in place of holding its first meeting to formally approve the initial actions of the incorporator.


Getting Started

You will need:
- Name of corporation, date of incorporation, state of incorporation and brief description of the type of business.
- Name and number of incorporators.
- Name of directors appointed.
- Name of officers appointed and/or hired by the corporation.
- Details of all bank accounts established, including name of bank and address.
- Details of stock being authorized and/or issued.

When to Review and Revise 
- To correct the information contained in the consent.
- To draft another Written Consent.