Incorporators' Meeting Minutes
Record the organizational meeting of your new corporation's incorporators, including adoption of the bylaws and election of the first board of directors.
Includes 30 days of edits
- 5 to 20 minutes
- Print-ready PDF
What is an Incorporators' Meeting Minutes?
Incorporators are the people who sign and file the articles (or certificate) of incorporation that bring a corporation into existence. Once the state accepts the filing, the corporation exists, but it usually has no bylaws, and in many cases no directors, until the incorporators complete its organization. Incorporators' meeting minutes are the written record of that first organizational meeting.
At the meeting, the incorporators typically acknowledge the filing of the articles, adopt the corporation's initial bylaws, and elect the first board of directors, or confirm the directors already named in the articles. They often resign as incorporators once the board is in place, leaving the directors to take over management, issue shares and appoint officers.
These minutes become one of the first entries in the corporate minute book. Keeping them shows that the corporation was properly organized under state law, which can matter to banks, investors, auditors and courts when they look at whether the company has observed corporate formalities.
When to use it
- You have just filed articles of incorporation and need to adopt bylaws and elect the initial directors.
- The articles of incorporation do not name directors, so the incorporators must elect them.
- The articles do name directors and you want the incorporators to formally confirm them and step aside.
- You are cleaning up the records of a recently formed corporation that never documented its organizational meeting.
- A bank or investor has asked to see evidence that the corporation's bylaws were properly adopted.
What is included
- Corporation details and articles filing information
- Meeting date, place or remote format and presiding officers
- Waiver of notice signed by every incorporator
- Acknowledgment of the filed articles of incorporation
- Adoption of the initial bylaws
- Election or confirmation of the first board of directors
- Optional organizational matters and expense reimbursement
- Incorporator resignation and handover to the board
How to make your Incorporators' Minutes
Answer the questions
Tell us about the parties and the terms you want. Most documents take about 5 to 20 minutes.
Review the preview
Check the draft as you go and change any answer. The document updates instantly.
Download, sign and keep a copy
Download a print-ready PDF, sign it with the other parties, and give everyone a copy.
Frequently asked questions
What is an incorporator?
An incorporator is the person (or, in some states, the entity) who signs and files the articles or certificate of incorporation with the state. The incorporator does not have to be a shareholder, director or officer and is often the founder or the founder's attorney.
What is the difference between an incorporators' meeting and a first board meeting?
The incorporators' meeting completes the corporation's basic organization, mainly adopting bylaws and electing the first directors. The first board meeting follows, where the directors appoint officers, authorize the issuance of shares, open bank accounts and handle other start-up business.
Do incorporators have to hold a meeting in person?
Not usually. Many states let incorporators act by unanimous written consent instead of a meeting, and remote meetings are commonly allowed. If you do hold a meeting, these minutes record it. Check your state's corporation statute and your articles.
What if the directors are already named in the articles of incorporation?
In that case the incorporators generally do not need to elect directors, because the named directors take office when the articles are filed. The minutes can simply confirm those directors, and in some states the directors, rather than the incorporators, then adopt the bylaws.
Why do incorporators resign?
An incorporator's job ends once the corporation is organized. Resigning makes it clear that the incorporator no longer has authority to act for the corporation and that management has passed to the board of directors.
Does a one-person corporation need incorporators' minutes?
Even when one person is the sole incorporator, director, officer and shareholder, documenting the organizational steps is good practice. A sole incorporator can record the actions in minutes or in a written consent.
Do these minutes need to be filed with the state?
No. Incorporators' minutes are internal records. They are kept in the corporation's minute book along with the articles of incorporation, bylaws and later minutes, and are not usually filed with the secretary of state.
