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Templates
Action by Sole Incorporator
The incorporator’s one-time action that hands the new company to its first directors — adopts bylaws, names the board, then steps off the stage.
DOCX72 KB · 2 pages
Updated 2026-07-09
You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.
When you need this
Use it the same day the Certificate of Incorporation is filed. The incorporator needs to discharge their role before the company can operate. This is how.
- Immediately after the Certificate of Incorporation is accepted by the Delaware Secretary of State.
- Before the board can take any other action — no board exists yet until this document appoints one.
Worked example
Scenario
A founder files the Certificate of Incorporation themselves and assumes they’re now ‘in charge.’ Two weeks later they try to open a bank account; the bank asks for a board resolution. There is no board.
Outcome
The founder has to pause and back-fill the documentation — sole incorporator action, bylaws adopted, organizational consent — before the bank will open the account. Nothing is broken, but a week disappears into paperwork that should have been signed on day one. Signing this template the day the entity forms keeps the chain clean: Certificate → Sole Incorporator action → Board organizational consent → bank account, in a matter of hours.
Watch out for
- Skipping the resignation.The incorporator must resign once directors are appointed; otherwise their authority shadows the board’s and creates ambiguity about who can bind the company.
- Adopting bylaws that aren’t drafted.The bylaws are attached as Exhibit A — they need to exist in final form when this is signed, not ‘to be circulated.’
- Signing before the Certificate is filed.The incorporator has no authority until the entity exists; backdating creates a record that won’t survive diligence.