This review list is offered to educate you about the document and to aid you in preparing it.
- The Incorporator Action agreement is only utilized following the legal formation of a
corporation. This form is not applicable to any other sort of company except corporations. It is used to transfer ownership of the business from the technical “incorporator” to the Board of Directors and management who will administer it for the foreseeable future. This is a corporate formality, but one that is critical in bridging gaps between technical incorporation and practical operation of the Company.
- Verify that the directors mentioned in this document meet the requirements of the state in
where the corporation was constituted. If you live in Delaware, Wyoming, or Nevada, that is a very straightforward process. Other states occasionally require one or more directors to reside there.
- State corporate rules vary and evolve over time. Before utilizing this paper, get it reviewed by a lawyer.
- The original of this document should be filed in the company minute book or other location where critical business papers are stored. If you have a lawyer, put one copy in the lawyer’s corporate minute book and retain a second file in your office or home as a backup.
Incorporator Action, Initial
Incorporator Action: Initial Action
The undersigned, ________________, being the sole incorporator of ______________
(“Corporation”), in accordance with laws of the State of __________________, does hereby take the following action:The undersigned hereby elects the following persons to be directors of the corporation, to serve until the first annual meeting of stockholders or until their successors are elected and qualified:
______________________________________________________________________.
The undersigned hereby waives all right, title and interest in and to any stock or property of the Corporation and any right in the management thereof arising out of or connected with performing duties as incorporator.
_________________________
IncorporatorDated: ____________________
Incorporator Action: Initial Action
Review ListThis review list is provided to inform you about the document in question and assist you in its preparation.
1. The Incorporator Action agreement is used only after a corporation has been legally formed. This form is not used with any type of entity except corporations. It is used to transition the company from the technical “incorporator” to the Board of Directors and management that will run the company for the foreseeable future. This is a corporate formality, but an important one to bridge the gap between technical incorporation and actual management of the Company in question.2. Be sure that directors named in this document qualify under the law of the state where the corporation was formed. If in Delaware, Wyoming, or Nevada, this is relatively simple. Other states sometimes have residency requirements for one or more directors.
3. Corporate laws vary from state to state and change over time. Before using this document, have a lawyer review it.
4. The original of this document should be filed in the corporate minute book or wherever your important corporate documents are kept. If you have a lawyer, file one copy with the lawyer in the corporate minute book held by him or her and keep a separate file as back up in your office or home.
Frequently Asked Questions
What is an incorporator action?
An incorporator action is a formal document used after a corporation has been legally formed to transition the company from the incorporator to the board of directors. The incorporator takes actions such as electing the initial directors and waiving any rights to stock or property of the corporation. This document is only used for corporations, not for other types of entities.
When should an incorporator action be used?
The incorporator action is used only after a corporation has been legally formed. It is not used with any type of entity except corporations. It serves to transition the company from the technical incorporator to the board of directors.
Who signs an incorporator action?
The incorporator signs the incorporator action. The document includes a signature line for the incorporator and a date. The incorporator is the person who takes the initial actions on behalf of the corporation.
What does an incorporator action do?
The incorporator action elects the initial directors of the corporation to serve until the first annual meeting of stockholders or until their successors are elected and qualified. It also includes a waiver by the incorporator of all right, title, and interest in any stock or property of the corporation and any right in the management thereof arising from performing duties as incorporator.
What is the purpose of the waiver in an incorporator action?
The waiver in an incorporator action states that the incorporator waives all right, title, and interest in and to any stock or property of the Corporation and any right in the management thereof arising out of or connected with performing duties as incorporator. This clarifies that the incorporator does not retain any ownership or management rights in the corporation. It is a standard provision in this document.
How long do directors elected in an incorporator action serve?
Directors elected in an incorporator action serve until the first annual meeting of stockholders or until their successors are elected and qualified. This is stated in the document. The term is not fixed beyond that point.
Is an incorporator action used for LLCs?
No, an incorporator action is not used for LLCs or any other type of entity except corporations. The document is specifically for corporations. It is used only after a corporation has been legally formed.
What information is needed to complete an incorporator action?
To complete an incorporator action, you need the name of the incorporator, the name of the corporation, the state of incorporation, and the names of the initial directors. The document also requires a date and the incorporator's signature. The form includes blank spaces for this information.
What is the difference between an incorporator and a director?
The incorporator is the person who takes the initial actions to form the corporation and then transitions control to the board of directors. The directors are elected by the incorporator and serve until the first annual meeting of stockholders or until their successors are elected and qualified. The incorporator waives any rights to stock, property, or management of the corporation.
Can an incorporator action be used after the corporation has been formed?
Yes, the incorporator action is used only after a corporation has been legally formed. It is not used before formation. The document is intended to transition the company from the incorporator to the board of directors.
