About This Document
This Action by Written Consent of the Sole Incorporator is used during the initial formation of a Delaware corporation.
It documents the key first actions necessary to set up corporate governance — including adopting bylaws, appointing directors, and resigning as incorporator — so that the Board of Directors can take over formal control.
Who Should Use This Template
Sole incorporators setting up a Delaware C-Corporation or S-Corporation
Startup founders formalizing the transition of authority to the corporation's first Board
Law firms or legal teams completing early-stage formation paperwork
Businesses wanting to properly establish corporate records for future audits, investments, or growth
What the Template Includes
Acknowledgment and acceptance of the Certificate of Incorporation
Adoption of corporate bylaws (Exhibit A)
Appointment of the initial Board of Directors
Authorization for the Board to issue stock to founders or early shareholders
Formal resignation of the Sole Incorporator to transition authority
Editable Word format for easy tailoring to your specific company
Instructions for Completing the Template
Insert your corporation’s legal name and the date at the top of the document.
Fill in the name(s) of the initial director(s) being appointed.
Attach your Bylaws as Exhibit A.
Add the name of the Sole Incorporator and their signature at the end.
After execution, file this document in the corporation’s minute book alongside the Certificate of Incorporation and adopted Bylaws.
Important Reminder
This document is provided as a template to assist with standard Delaware corporate formation needs.
It does not constitute legal advice. Always consult a qualified attorney to ensure the document is properly customized for your company's governance structure and legal requirements.
About This Document
This Action by Written Consent of the Sole Incorporator is used during the initial formation of a Delaware corporation.
It documents the key first actions necessary to set up corporate governance — including adopting bylaws, appointing directors, and resigning as incorporator — so that the Board of Directors can take over formal control.
Who Should Use This Template
Sole incorporators setting up a Delaware C-Corporation or S-Corporation
Startup founders formalizing the transition of authority to the corporation's first Board
Law firms or legal teams completing early-stage formation paperwork
Businesses wanting to properly establish corporate records for future audits, investments, or growth
What the Template Includes
Acknowledgment and acceptance of the Certificate of Incorporation
Adoption of corporate bylaws (Exhibit A)
Appointment of the initial Board of Directors
Authorization for the Board to issue stock to founders or early shareholders
Formal resignation of the Sole Incorporator to transition authority
Editable Word format for easy tailoring to your specific company
Instructions for Completing the Template
Insert your corporation’s legal name and the date at the top of the document.
Fill in the name(s) of the initial director(s) being appointed.
Attach your Bylaws as Exhibit A.
Add the name of the Sole Incorporator and their signature at the end.
After execution, file this document in the corporation’s minute book alongside the Certificate of Incorporation and adopted Bylaws.
Important Reminder
This document is provided as a template to assist with standard Delaware corporate formation needs.
It does not constitute legal advice. Always consult a qualified attorney to ensure the document is properly customized for your company's governance structure and legal requirements.
