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Initial Board Consent (Organizational Action)
The first board's unanimous written consent: adopts bylaws, appoints officers, authorizes the bank account, sets the fiscal year, and approves founder stock issuances.
What is an Initial Board Consent?
An Initial Board Consent (Organizational Action) is the first board's unanimous written consent. It adopts the bylaws, appoints the officers, authorizes the bank account, sets the fiscal year, and approves the founder stock issuances.
Every newly incorporated C-corp needs this immediately after the incorporator appoints the board. It is the document that actually 'turns the company on'. Without it there are no officers, no bank authority, and no authorized stock issuances.
Initial Board Consent template, current for 2026
Includes explicit authorization to make Corporate Transparency Act / BOI filings, a resolution to elect S-corp status only if applicable, a modern equity-plan reservation, and electronic-signature/DocuSign ratification language. Sets up the 83(b) filing authorization tied to the founder stock issuances.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Initial Board Consent as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the full legal name of the corporation? This is the corporation whose board is acting. Use the exact name on the filed certificate of incorporation, including the corporate suffix (Inc., Corp., etc.).
- In which state is the corporation incorporated? The state of incorporation governs the board's authority and the written-consent rules. Delaware is the default for most venture-backed startups. Your selection controls which statute the consent cites (for Delaware, DGCL Sections 141(f) and 108).
- Which state? We use this to reference the correct state business corporation statute.
- As of what date is this consent effective? This is the date the directors sign. It sets the effective date of every organizational action approved below.
- Is the corporation a C-corporation or an S-corporation for tax purposes? If the board intends to elect S-corp status, we add a resolution authorizing the S election (Form 2553).
- List every director signing this consent. A board consent in lieu of a meeting must be signed by ALL directors then in office (unanimous). List each one; each will get a signature line.
- On what date was the certificate/articles of incorporation filed? We ratify the incorporator's actions and the filing of the charter. Leave blank if not yet known.
- Who acted as the incorporator? The board ratifies the incorporator's organizational acts and accepts the incorporator's resignation. Often a founder or the forming law firm.
- Adopt bylaws as the corporation's governing document? The organizational consent almost always adopts the initial bylaws. Choose no only if bylaws will be adopted separately.
- What is the corporation's fiscal year-end? Sets the accounting year for tax filings and financial statements. Most startups use December 31; some use a month-end (e.g., January 31).
- Who is the registered agent and what is the registered office address? The consent ratifies the registered agent/office named in the charter. Include the agent name and street address in the state of incorporation.
- What is the corporation's principal executive office address? The board fixes the principal place of business. This can differ from the registered office.
- List the officers being appointed and their titles. The board appoints the initial officers. Include each person's name and every title they hold (CEO, President, CFO, Treasurer, Secretary, etc.). One person may hold multiple offices.
- At what bank will the corporation open its account? The consent authorizes opening the corporate bank account and adopts the bank's standard resolutions. Name the depository institution.
- Who is authorized to sign on the bank account, and is more than one signature required for large transactions? Defines banking authority and any dual-signature control. Banks require named authorized signers.
- How many shares of common stock is the corporation authorized to issue (per the charter)? This is the authorized common share count from the certificate of incorporation. It bounds how many shares the board can issue to founders.
- What is the par value per share of common stock? Par value affects the aggregate purchase price and franchise tax. Startups typically use $0.0001 or $0.00001; enter 'no par value' if none.
- List each founder stock issuance, giving the founder's name, number of shares, price per share, and form of consideration (cash, IP assignment, services). The board approves the sale and issuance of founder shares. For each founder we need the share count, price per share, and what they pay with; this drives the stock-issuance resolutions and the capitalization.
- Will any founder assign intellectual property to the corporation as part of the consideration for their shares? If yes, we require each such founder to sign a Confidential Information and Invention Assignment Agreement (CIIAA) and condition the issuance on it.
- Will the founder shares be subject to vesting / a repurchase right? Standard startup practice is 4-year vesting with a 1-year cliff, enforced by the corporation's repurchase right. If yes, we authorize the restricted stock purchase agreements.
- Describe the custom vesting terms. We insert these terms into the restricted stock purchase authorization.
- What is the vesting commencement date (or, if founders differ, each founder's date)? The vesting commencement date is the point from which the 4-year schedule and 1-year cliff are measured; it is often the date the founder began providing services, which may pre-date incorporation. Give one date for all founders, or list a date per founder. This value is referenced directly in the restricted-stock resolution.
- Advise founders to consider filing an 83(b) election, and condition issuance on evidence of the election? If shares vest, an 83(b) election (filed with the IRS within 30 days of purchase) is usually critical. We add a resolution recommending it, direct the Secretary to retain proof in the minute book, and record that since 2025 the IRS accepts the election electronically (Form 15620) in addition to the traditional mailed filing. The election itself is each founder's personal filing.
- Adopt an equity incentive (stock option) plan and reserve a share pool now? Many boards adopt the equity plan at organization to reserve an option pool. If yes, we add plan-adoption, reservation, and common-stock fair-market-value (Section 409A) resolutions (note: a plan usually also needs stockholder approval).
- How many shares should be reserved under the equity incentive plan? The size of the option pool reserved for employees, advisors, and consultants.
- For option pricing, will the board fix a preliminary fair market value now, or authorize an independent 409A valuation before granting options? Options must be granted at no less than the fair market value of the common stock on the grant date to avoid Section 409A penalties. Early-stage boards commonly fix a nominal preliminary FMV equal to the founder purchase price, then obtain an independent 409A appraisal before granting to non-founders. Choose the approach the board is comfortable defending.
- What preliminary fair market value per share of common stock should the board set? This is the per-share FMV the board fixes for option pricing until superseded by an independent 409A valuation. Early-stage boards often set this equal to the founder purchase price per share.
- Include a resolution reciting intent to qualify shares as Qualified Small Business Stock (Section 1202)? QSBS can exempt gain on sale for eligible C-corp stock. A recital supports the position; it is not a guarantee. Skip for S-corps.
- Authorize reimbursement of pre-incorporation organizational expenses? Founders often front formation costs (filing fees, legal). This resolution lets the corporation reimburse them and elect to deduct/amortize organizational expenditures.
- Authorize indemnification agreements with directors and officers? In addition to the charter and bylaws, individual indemnification agreements give directors and officers contractual protection. Standard for institutional-quality companies.
- Adopt a corporate seal and a stock certificate form, or issue uncertificated shares? Optional housekeeping. Modern companies often issue uncertificated (book-entry) shares and skip the seal.
- Authorize the officers to prepare and file any required FinCEN beneficial ownership (BOI) report under the Corporate Transparency Act? The Corporate Transparency Act requires certain companies to report beneficial ownership to FinCEN. Under the March 2025 interim final rule, entities formed in the United States are currently exempt from the reporting requirement, so this resolution is framed as authority to file 'to the extent required.' Including it now designates the company applicant and gives the officers standing authority if the rules change. Recommended for most new corporations.
- Include a blank-check preferred stock acknowledgment (venture-track Delaware C-corps)? If the charter authorizes a class of 'blank check' preferred stock that the board may designate into series without further stockholder action, this acknowledgment records the board's awareness of that authority and reserves it for future financings. Typically relevant only for Delaware venture-track C-corporations.
- Any additional organizational resolutions to include? Anything else the board should approve at organization: outside counsel/accountant engagement, foreign qualification, IP assignments, etc.
Frequently asked
About the Initial Board Consent and how HDAi works.
What is an Initial Board Consent (Organizational Action)? +
An Initial Board Consent (Organizational Action) is the unanimous written consent of the first board. It adopts the bylaws, appoints the officers, authorizes the bank account, sets the fiscal year, and approves the founder stock issuances. Every newly incorporated C-corp needs it immediately after the incorporator appoints the board, because it is the document that actually 'turns the company on'. Until it is signed there are no officers, no bank authority, and no authorized stock issuances.
Is HDAi's Initial Board Consent (Organizational Action) legally binding? +
The Initial Board Consent (Organizational Action) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Initial Board Consent (Organizational Action)? +
You can generate and download the Initial Board Consent (Organizational Action) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Initial Board Consent (Organizational Action) current for 2026? +
It includes explicit authorization for Corporate Transparency Act / BOI filings, an S-corp election resolution that appears only if it applies, a modern equity-plan reservation, and electronic-signature/DocuSign ratification language, and it sets up the 83(b) filing authorization tied to the founder stock issuances.
How long does the Initial Board Consent (Organizational Action) take? +
Estimated time about 17 min (34 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Initial Board Consent (Organizational Action) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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