Unanimous Written Consent Of Directors In Place Of The First Meeting

This review list is intended to assist you in completing the Written Consent of Directors document and ensuring that all essential procedures are undertaken to guarantee its effectiveness.

 

1. The Written Consent of Directors is utilized only once the corporation is lawfully founded and its initial directors are appointed. This form is not applicable to any other sort of company except corporations. It is used just once, immediately following the incorporator’s activities, and this document ratifies those documents, most notably the appointment of the Director or Directors who will thereafter take the duty of corporate governance.

 

2. Verify that the state in which the corporation was founded authorizes the original board of directors to operate by written permission. Though uncommon, there may be instances where these activities must be conducted during a live meeting.

 

3. Keep in mind that maintaining effective corporate records, or formalities, in a timely way will benefit you in the majority of corporate disputes, particularly those involving governance and the personal liability of any Directors or Officers. This is not a trivial concern in today’s litigious environment.

 

Unanimous Written Consent of Directors in place of the First Meeting

In place of the first meeting of the Board of Director’s of ______________________
(“Corporation”), all of the Directors of the Corporation unanimously consent in writing to the following resolutions: _________________________________________________
_____________________________________________________________________
_____________________________________________________________________

APPROVAL OF ELECTION OF DIRECTORS

Resolved, that the action by the Incorporator of the Corporation dated _______whereby ______________________________________________________________________ (Names of Directors) were elected as directors of the Corporation, is hereby ratified, adopted and approved.

___________________ ____________________ _________________
Signed by each Director

________________
Date
Unanimous Written Consent of Directors in place of the First Meeting
Review List

This review list is provided to help you to complete the Written Consent of Directors document and to ensure that the necessary steps are taken to make it effective.

1. The Written Consent of Directors is used only after a corporation has been legally formed and the initial directors have been appointed. This form is not used with any type of entity except corporations. It is used only once, following the incorporator’s actions and this document ratifies those documents and, in particular, the appointment of the Director or Directors who will thereafter assume the role of governance of the corporation.

2. Confirm that the law of the state where the corporation was formed permits the initial board of directors to take initial actions by written consent. Though rare, there may be cases where these actions are required to be taken in a live meeting.

3. Remember that keeping good corporate records, or formalities, in a timely manner will serve you well in most corporate disputes, especially any regarding governance and the personal liabilities of any Directors or Officers. In this litigious world, this is no small matter.

4. The original of this document should be filed in the corporate minute book or wherever important corporate documents are kept.

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