What Is a Written Action of an Incorporator?
An incorporator is the person who files the Articles of Incorporation with the government, initially forming the corporation. The incorporator may be the corporation’s owner, attorney, or another party. An incorporator is the corporate counterpart to an organizer in an LLC.
The Written Action of the Incorporator is typically the first governance document signed after the corporation is filed. It formally elects the initial Board of Directors who will manage the corporation’s affairs. Business owners and attorneys can use the example below as a template.
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Written Action of Incorporator Template
WRITTEN ACTION OF INCORPORATOR OF [COMPANY], INC.
The undersigned, being the Incorporator of [COMPANY], Inc., a Minnesota corporation (the “Corporation”), acting pursuant to the provisions of Minnesota Statutes, consents to the adoption of and does hereby adopt the following resolutions, effective as of [EFFECTIVE DATE]:
Election of Directors
RESOLVED, that the following person be and hereby is elected as the sole member of the first Board of Directors of the Corporation, to serve until the next election of directors and until [HIS/HER] successor shall have been duly elected and qualified:
[ELECTED PERSON]
______________________________ [INCORPORATOR NAME], Incorporator
How to Use This Template
Copy the template text above into your word processor and replace each [BRACKETED FIELD] with your company’s information. If the corporation will have more than one initial director, add additional names to the resolution. The incorporator signs this document to formally establish the Board of Directors, who will then hold an organizational meeting or take further written actions to appoint officers and complete the corporation’s organization.
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