Narrative. After filing the Certificate of Incorporation, the incorporator has residual authority under DGCL § 108 until the initial directors are elected. This one-page consent is how the incorporator transfers that authority: it adopts the bylaws, appoints the initial board, and then resigns. Without this document, the initial board has no formal authority to act. It’s always the very first entry in a Delaware startup’s minute book and is mirrored by a comparable first act of the initial board (see the Initial Board Consent form).

The undersigned, being the sole incorporator (the “Incorporator“) of [COMPANY NAME], Inc., a Delaware corporation (the “Corporation“), acting pursuant to Section 108 of the General Corporation Law of the State of Delaware, hereby adopts the following resolutions by written consent in lieu of an organizational meeting:

1. Filing of Certificate of Incorporation Ratified

RESOLVED, that the filing of the Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware on [FILING DATE] (the “Certificate“) is hereby ratified, confirmed, and approved in all respects.

2. Adoption of Bylaws

RESOLVED, that the Bylaws presented to the Incorporator and attached hereto as Exhibit A are hereby adopted as the Bylaws of the Corporation.

3. Election of Initial Directors

RESOLVED, that the following persons are hereby elected as the initial directors of the Corporation, to serve until the first annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal:

– [DIRECTOR 1 NAME] – [DIRECTOR 2 NAME] – [DIRECTOR 3 NAME]

4. Resignation of Incorporator

RESOLVED, that, upon the election of the initial directors of the Corporation, the Incorporator hereby resigns as incorporator of the Corporation, and all duties and responsibilities of the Incorporator are hereby terminated.

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This Action by Written Consent of the Incorporator is executed as of [DATE].

_________________________________ [INCORPORATOR NAME], Incorporator

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