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Templates
Action in Lieu of Organizational Meeting
The board’s first day on the job — ratifies the Certificate, adopts the bylaws, elects officers, issues founder stock, and opens the company for business. By written consent, so no meeting required.
DOCX102 KB · 7 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 once the sole incorporator has appointed the initial board and resigned. This is the document that puts officers in place, authorizes the bank account, issues founder shares, and ties the company’s IP-assignment framework into the formation paperwork — all in one consent.
- The same day, or shortly after, the Action by Sole Incorporator is signed.
- Before founder stock is issued — share issuances need board authorization, and this consent is where it lives.
- Before opening bank accounts, applying for an EIN, or signing employment paperwork on behalf of the company.
Worked example
Scenario
A founding team forms the entity, the incorporator appoints two directors, and the team immediately starts hiring engineers and issuing themselves stock certificates. Nobody signs an organizational consent — they assume the cert and bylaws are enough.
Outcome
At Series Seed diligence, investor counsel finds no board record authorizing the founder stock, no appointment of officers or no adoption of the form IP assignment. Each gap is fixable, but the company spends two weeks generating retroactive consents and explaining the chronology. Signing this template at formation eliminates the entire workstream.
Watch out for
- Issuing stock before the board authorizes it.Founder stock should be authorized by the board of directors before issuance. Price-per-share and number of shares are set here, not assumed later.
- Forgetting the IP-assignment exhibit.This consent approves the company’s form Employee Confidentiality and Inventions Assignment Agreement, helping ensure that employee confidentiality and IP assignment obligations are in place from the outset.
- Mixing certificated and uncertificated shares.The template provides language for either, but not both — choose one cleanly and use the matching exhibit.