October 13, 2026
The initial board consent is the first set of written resolutions your new board signs, usually the same day as the action of incorporator. It ratifies the incorporation and bylaws, elects officers, issues founder stock, adopts the equity plan and authorizes the basic setup steps. Nothing, including founder stock, can be validly issued until it is signed.
Key takeaways
The exact resolutions vary by firm and template, but a standard Delaware initial consent covers the following.
| Resolution | What it does |
|---|---|
| Ratification of incorporation and bylaws | Approves the actions the incorporator took: filing the certificate of incorporation, adopting bylaws and appointing the first board. See Action of Incorporator. |
| Minute book | Requires the company to keep its charter, bylaws, and board and stockholder minutes and consents. In practice this is a folder on a shared drive. |
| Election of officers | Elects the initial officers, usually a CEO and president, a CFO and treasurer, and a secretary. |
| Uncertificated shares | Says the company will record stock electronically rather than issue paper certificates, usually on a cap table platform such as Carta. |
| Founder stock issuance | Approves the sale of shares to each founder: the number of shares, the price, the vesting schedule and the related stock purchase agreement. |
| Equity incentive plan | Adopts the stock plan and reserves the option pool so the company can grant equity to its first hires. |
| Indemnification | Approves indemnification agreements for directors and officers. |
| EIN | Directs the officers to obtain an EIN from the IRS if the incorporator hasn’t already. See EIN. |
| Incorporation expenses | Authorizes the company to pay or reimburse the costs of forming the company. |
| Fiscal year | Sets the fiscal year. Most startups use the calendar year. |
| Foreign qualification | Authorizes the officers to register the company in each state where it does business. |
| Bank accounts and payroll | Authorizes the officers to open bank accounts and set up payroll. |
| Omnibus | Gives the officers general authority to take any action needed to carry out the resolutions. |
It should state each founder’s exact number of shares, the purchase price, the vesting terms and the agreement they will sign. At Westaway, founders buy their shares at par value ($0.00001 per share), which is fair market value at formation, with four-year vesting and a one-year cliff. Because the shares vest, each founder should file an 83(b) election within 30 days of the purchase. There is no extension. The IRS now accepts the election on Form 15620, filed online or by mail. See 83(b) Election and Stock Purchase Agreement.
Adopting the plan and reserving the pool at formation means the company is ready to grant equity the day it makes its first offer, rather than scrambling for approvals later. Westaway typically reserves 1,000,000 of 10,000,000 authorized shares. If the company wants to grant incentive stock options (ISOs), the stockholders must also approve the plan within 12 months before or after the board adopts it, which founders usually do by a stockholder consent signed the same day. See Employee Option Pool.
Fewer than most founders think. Delaware law requires only the officers the bylaws provide for, and one officer must be responsible for recording the proceedings of the board and stockholders. Titles like CEO, president, CFO, treasurer and secretary are conventions set out in the bylaws, not statutory requirements. One person can hold several offices, and officers don’t have to be directors or stockholders.
Every director. In Delaware, the board can act without a meeting only by written consent signed by all directors. Electronic signatures are fine. If one director won’t sign, the board has to act at a meeting, with proper notice and a quorum, by majority vote.
Yes. The board doesn’t exist until the incorporator appoints it, and founder stock is issued by the board’s resolution. So the order is: certificate of incorporation, action of incorporator (bylaws and directors), then the initial board consent issuing founder stock. Founders who start “owning” a percentage of the company before these documents are signed don’t legally own anything yet.
A written consent takes effect when the last director signs it. You can label it “as of” an earlier date for record-keeping, but that doesn’t make an earlier action valid. If stock was issued or a grant was made before the board approved it, the fix is a formal ratification process with counsel, not a backdated consent. See Promising vs. Issuing Equity.
After formation, the board approves the company’s major actions, usually by written consent between meetings. Common examples include option and restricted stock grants, SAFEs and convertible notes, priced rounds, adopting a 409A valuation, changing officers, opening new bank accounts and significant contracts. Some actions also need stockholder approval. See What Does My Startup’s Board Generally Need to Approve? and What Do Stockholders Generally Need to Approve? For how often the board should meet and how to run those meetings, see How Do I Run an Effective Startup Board Meeting?
Related: Delaware C Corp Incorporation Documents · Startup Bylaws · I Just Incorporated My Startup. Do I Need to Do Anything Else?
If you’d like help incorporating your startup, see our Corporation Startup Package or contact us.
