Sole Incorporator for a Delaware Corporation

Startup Law ResourcesIncorporate

The Action by Sole Incorporator gives a single individual the power to file the Certificate of Incorporation with the state of Delaware and appoint the first Board. Download this free sole incorporator agreement today.


The undersigned, being the sole Incorporator of [
Company Name], a Delaware corporation (the “Company”), hereby adopts the following resolutions pursuant to Section 108(a) of the General Corporation Law of Delaware with respect to the initial organization of the corporation:

1.      Adoption of Certificate of Incorporation

RESOLVED: that the Certificate of Incorporation attached hereto as Exhibit A (the “Certificate of Incorporation”), be, and hereby is, adopted as the Certificate of Incorporation for the Corporation and that the Certificate of Incorporation has been filed with the Delaware Secretary of State.  

2.      Adoption of Bylaws

RESOLVED:  That the Bylaws attached hereto as Exhibit B are hereby adopted as the Bylaws of the Company.

RESOLVED FURTHER:  That the Secretary of the Company is hereby authorized and directed to execute a certificate of the adoption of the Bylaws and insert it in the Company’s Minute Book and that the officers of the Company are ordered to maintain a copy of such Bylaws in the principal office of the Company for the transaction of its business open for inspection by the stockholders at all reasonable times during office hours.

3.      Election of Directors

RESOLVED:  That the following individuals are hereby appointed as directors of the Company, to serve as directors until their successors are duly elected and qualified:

[Director #1 Name]

[Director #2 Name]

Add all Directors


4.      Resignation of Sole Incorporator

RESOLVED: That the undersigned, being the Sole Incorporator of the Corporation, having taken all actions necessary and appropriate in connection with the incorporation of the Corporation, does hereby tender the undersigned’s resignation as the Sole Incorporator to the Board of Directors as constituted above.  

This Action of Incorporator shall be filed in the Minute Book of the Company and shall be effective as of the date first written above.



[Incorporator Name], Incorporator



Certificate of Incorporation





Any [GREEN] highlighted language is intended to be filled in by the user. Any [YELLOW] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Use for more details.

This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

Was this document helpful? Share it with your network!
Want High Quality, Transparent, and Affordable Legal Services?