What is Unanimous Written Consent of the Board in Lieu of Organizational Meeting?

Once the corporation is formed and the incorporator transferred shares to the intended owners, the directors of the company have either to ratify the actions of the incorporator or make new decisions. Usually all actions of the incorporator are ratified because those are negotiated and agreed upon with the company’s owners before the company formation. This can be done by conducting a meeting of the company’s directors or by written consent if there is unanimous agreement between the directors, which safes time and effort. The provisions such initial written consent usually contains are the following:


·        The actions of the incorporator are either approved and disapproved;

·        Reimbursement of expenses that were incurred during the incorporation procedure by the company

·        Adoption of the by-laws

·        Adoption of the stock certificate

·        Adoption of the corporate seal

·        Election the officers of the corporation

·        Giving or limiting authority of the officers

·        Authorizing officers to open and maintain one or more bank accounts for the corporation

·        Stating the fiscal year of the corporation

·        Any other ratification related to the organizational matters

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