This post discusses the role of the incorporator when a corporation is formed. I decided to write this after answering a Quora question. Please see When a third party files Articles of Incorporation as the incorporator for a company, what are the necessary steps to ensure that the company is legally released to the directors?
The incorporator signs the corporation’s Articles or Certificate of Incorporation. When I form a corporation for a client, the client typically takes that role.
Acting as Incorporator
However, sometimes I am the incorporator. This might happen because the client wants to move quickly (don’t lose time waiting for the client to sign the Articles / Certificate). Or, perhaps, because the client does not want to have his or her name on the filed document in the Secretary of State database.
When I take that role, as soon as I receive the certified Articles / Certificate from the Secretary of State, I prepare and sign an Action of Sole Incorporator. By this document, I:
- Appoint the member(s) of the board of directors specified by the client (most of the states in which I form corporations do not require that initial directors be identified in the formation document);
- Adopt Bylaws that the client has reviewed and approved; and
- Disclaim all further responsibilities and obligations to the corporation in my role as incorporator.
Board of Directors Takes Over
At that point, my job as incorporator is done, and the board of directors takes over. The board immediately approves a variety of resolutions that are required to complete the formation process and set the corporation up to conduct business. These resolutions pertain to such matters as:
- Establishing a principal executive office;
- Appointing officers; opening a bank account and granting check signature authority;
- Granting contract signature authority; and
- Authorizing the issuance of shares.
Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.