October 13, 2026
The Action of Incorporator is the short document in which the person who filed your certificate of incorporation adopts the bylaws, names your first directors and steps aside. Until it is signed (or directors are named in the charter), the company has no board, so founder stock issuances, bank accounts and other first corporate acts lack proper authority. Sign it the same day you incorporate.
Key takeaways
The incorporator is the person who signs and files the certificate of incorporation with the state. Often that is the company’s lawyer, a registered agent or an incorporation platform. If you filed the certificate yourself, you are the incorporator. The incorporator’s name and signature appear on the certificate.
Under Delaware law, if the certificate doesn’t name the initial directors, the incorporator has the powers of the board until directors are appointed. The Action of Incorporator is how the incorporator uses that power once and hands it to the board. See Certificate of Incorporation.
It does two main things. First, it adopts the bylaws, the company’s internal operating rules, which are usually attached as an exhibit. See Startup Bylaws.
Second, it sets the number of directors and names the initial directors. Once the incorporator signs, authority passes to the board, and the incorporator has no further role. The board then acts, usually by written consent, to appoint officers, issue founder stock, adopt the equity plan and handle the other first steps. See Startup Board Consent.
The incorporator, alone. Only one signature is needed even if there are several founders. If you were the incorporator, you sign it yourself and name yourself and your co-founders, as appropriate, as the initial board.
Most incorporation platforms, including Stripe Atlas and Clerky (now part of Stripe), generate an Action of Incorporator automatically. Download the signed copy and keep it in your minute book with the certificate of incorporation. If a lawyer or registered agent filed for you, they should send it with the filed certificate. If they didn’t, ask for it. If you filed the certificate yourself, no one prepared one, and you need to draft it. See Delaware C Corp Startup Incorporation Documents.
Yes. Until the incorporator signs the Action, there is no board, so anything the founders sign as directors, including the founder stock issuance, isn’t properly authorized. Sign the Action, then the initial board consent, then the founder stock purchase agreements, in that order.
Fix it now, before a financing, when investors’ counsel will look for it in diligence. Usually the original incorporator signs the Action, and the newly confirmed board then ratifies the actions taken in the meantime, such as stock issuances. The steps depend on what was done and when, so have a lawyer review it.
If you’d like help with your incorporation documents, see our Corporation Startup Package service or contact us.
