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What is an Organizational Consent?
Corporate law in most states requires several steps in order to complete the formation of a corporation. After the Articles of Incorporation are filed which bring the corporation into existence, bylaws are prepared to further define the corporate structure. Then an "organizational meeting" of the incorporator(s) or the initial director(s) must be held to adopt the bylaws, elect the officers and approve various other actions to be taken. (The meeting will be held by the initial directors if they were named in the Articles of Incorporation; if not, then it will be held by the incorporator(s).) Instead of an actual meeting however, the incorporator(s) or initial directors can take action by unanimous written consent, if they all sign an "Organizational Consent." Use of the Consent method allows the organizers to comply with the formalities of the incorporation without having to provide notice of a meeting and then stage an actual "meeting" which might be attended by a very small number of people, even one. The Consent is used to give formal approval to the incorporation actions already taken and to direct the officers to take further actions which are deemed necessary to make the corporation fully functioning.
When to use an Organizational Consent:
- You're starting a new business.
- You're an incorporator or initial director in charge of documentation.
Sample Organizational Consent
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UNANIMOUS CONSENT REGARDING
THE ORGANIZATION OF
The undersigned, being all of the of the above corporation, hereby waive all notice, and consent to the following action to be taken by the corporation in lieu of the first meeting of the directors.
. RESOLVED, that the Articles of Incorporation of the corporation which were reviewed by the undersigned and filed with the Secretary of State on are approved.
. RESOLVED, that all of the actions taken by the incorporator(s) in incorporating the corporation are approved.
. RESOLVED, that the attached Bylaws are adopted.
. RESOLVED, that the following person(s) is/are elected to serve as initial director(s) until his/her successor is duly elected and qualified at the first annual meeting of the shareholders or until his/her earlier resignation or removal:
| Director's Name: |
| Street Address: |
| City, State, Zip: | , |
. RESOLVED, that the following persons are elected as officers of the corporation until the first annual meeting of the directors or until his/her successor is duly chosen and qualified:
| Name | Office |
| President |
| Vice President |
| Secretary |
| Treasurer |
. RESOLVED, that the officers are authorized and directed to file such documents as may be required to obtain an employer identification number for the corporation.
. RESOLVED, that the corporate fiscal year shall end on the last day of of each year.
. RESOLVED, that the officers are authorized and directed to take any further action as may be deemed necessary or advisable in order to carry out the purpose and intent of the above Resolutions.
Dated:
____________________________________
, Incorporator
Organizational Consent FAQs
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Why use an Organizational Consent?
When you're working to jump through the right legal hoops to make your new corporation official, creating an Organizational Consent document can get you there faster. In most states, after you've drawn up your bylaws, you'll need to hold a meeting of the incorporators or directors to approve the bylaws and other details before you can add Inc. to your name. This Organizational Consent document allows you to get everyone on the same page without getting them all into the same room.
You've got a lot on your plate when forming a new business. In most states, you need to define the structure, appoint or elect directors and officers, and unanimously approve all the details at an organizational meeting in order to incorporate your new venture. By having all the incorporators and initial directors sign an Organizational Consent document, you can bypass that meeting requirement altogether. Maybe you're an incorporator, or maybe you're one of the founding directors, but it may take a while to get everyone together for that unanimous vote. Or, if you are the sole incorporator and have not named any initial directors, an Organizational Consent form saves you the exercise of issuing a formal notice and scheduling a meeting with one person-you. This Organizational Consent form guides you in laying out some critical details for your new corporation, including naming the directors and elected officers, whether corporate stock will be issued, and who the shareholders will be. It must be signed by all the incorporators and initial directors to become official. An Organizational Consent form can help you cement a solid small business formation.
