written-consent-of-incorporator

name	written-consent-of-incorporator
title	Action by Written Consent of Incorporator
description	Drafts a U.S. corporate Action by Written Consent of Incorporator for post-formation organizational actions (adopting bylaws, appointing directors, transitioning authority to board). Use when the prompt mentions "written consent," "incorporator," "formation filing," "adopt bylaws," "appoint initial directors," or "organize corporation."
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/written-consent-of-incorporator
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

Generates an execution-ready incorporator written-consent resolution for post-formation organizational actions and minute-book filing.

Required Inputs

Collect before drafting:

1. Corporation legal name (must match Articles exactly)
2. State of incorporation
3. Articles of Incorporation filing date
4. Incorporator(s) full legal name(s)
5. Initial directors' full legal names
6. Bylaws text or instruction to attach separately
7. Any nonstandard actions (bank authorization, fiscal year, stock issuance, etc.)
8. Whether multiple incorporators consent jointly

Quick Start

1. Validate all inputs against formation documents.
2. Draft the consent using the structure below.
3. Run quality checks before delivering.

Document Structure

Draft sections in this order:

1. Title: ACTION BY WRITTEN CONSENT OF INCORPORATOR of [Corporation Name], a [State] Corporation
2. Preamble: Identify incorporator(s), cite corporation name/state/filing date, state purpose under applicable corporation law.
3. Resolutions (numbered):
   • Adopt bylaws (reference as Exhibit A or note separate attachment)
   • Appoint/elect initial directors
   • Additional organizational actions only if requested
4. Transition clause: Incorporator confirms completion of duties; authority transfers to board.
5. Execution block: Minute-book filing instruction, signature line per incorporator (printed name / title / date).

Template

ACTION BY WRITTEN CONSENT OF INCORPORATOR
of [Corporation Name], a [State] Corporation

[Effective Date]

The undersigned [sole incorporator / incorporators], [name(s)],
hereby adopt this written consent on behalf of [Corporation Name],
a [State] corporation, pursuant to filing of its Articles of
Incorporation on [Filing Date].

RESOLVED THAT:
1. [Adopt Bylaws as Exhibit A ...]
2. [The following persons are appointed as initial directors: ...]
3. [Additional organizational action(s) as requested.]

RESOLVED FURTHER THAT the undersigned incorporator(s) has completed
all acts of an incorporator and all authority is transferred to the
board of directors.

Executed this [Date].

_________________________________
[Incorporator Printed Name]   Signature

Quality Checks

• No bracketed placeholders remain