| name | incorporator-written-consent |
| title | Action by Written Consent of Incorporator |
| description | Drafts an Action by Written Consent of Incorporator for newly formed U.S. corporations. Trigger when the user needs to formalize post-incorporation organizational actions (adopting bylaws, appointing initial directors) by written consent in lieu of an organizational meeting. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/incorporator-written-consent |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting"] |
Action by Written Consent of Incorporator
Formalizes the incorporator's organizational actions after Articles of Incorporation are filed, transferring authority to the initial board of directors.
Required Inputs
- Corporation legal name — must match Articles exactly
- State of incorporation — determines statutory citation
- Articles filing date — date filed with Secretary of State
- Incorporator name(s) — full legal name of each incorporator
- Initial director names — full legal names of all appointees
- Bylaws — attach as Exhibit A or note if pending
Quick Start
- Collect all required inputs above.
- Identify the governing statute for the state (see State Variance below).
- Draft per the output structure; include optional resolutions only if client requests.
- Attach bylaws as Exhibit A or add placeholder.
- Replace all bracketed placeholders before delivery.
Output Structure
Header — Title with corporation name and effective date.
Preamble — Identifies incorporator, corporation name, state, and Articles filing date.
Resolutions (numbered):
| # | Action | Notes |
|---|
| 1 | Adopt Bylaws | "RESOLVED, that the Bylaws attached hereto as Exhibit A are hereby adopted…" |
| 2 | Appoint Initial Directors | List each director by full legal name; serve until successors elected and qualified |
| 3 | (Optional) Set fiscal year | Calendar year or specified end date |
| 4 | (Optional) Authorize bank accounts | Name designated institutions |
| 5 | (Optional) Ratify prior acts | Ratify actions taken before this consent |
Role Conclusion — Explicit statement that incorporator duties are complete and authority transfers to the board.
Execution Block — Signature line for each incorporator with printed name and title "Incorporator."
Exhibit A — Executed bylaws or placeholder if pending.
State Variance
