You Filed with Delaware. But Who Runs the Company?
Download the 2026-2027 Action by Sole Incorporator Template.
Appoint the Board. Adopt the Bylaws. Close the "Gap."
The Corporate "Power Vacuum."
You filed your Certificate of Incorporation. You have the stamped PDF from the state. You think you are done.
You are not.
Right now, your company has no Directors. It has no Officers. It has no rules. The only person with legal authority is the "Incorporator"—the person who submitted the filing. Until the Incorporator officially transfers power to the Board of Directors, your company cannot issue stock, open a bank account, or sign contracts.
If you skip this step, every subsequent board action (like giving yourself equity) is technically void because the Board was never validly seated.
The Legal Attorney Action by Sole Incorporator is the mandatory bridge document that solves this. It serves as the formal "Organization Action" required by Delaware General Corporation Law (DGCL) Section 108.
What You Get Inside the Master File:
The Board Appointment Protocol (Article IV)
The legal mechanism that officially names the initial Directors (usually the Founders). This converts the entity from a "shell" into a governing body capable of making decisions.
The Bylaw Adoption Clause (Article II)
A critical resolution that formally adopts the Corporate Bylaws. Without this specific action, your Bylaws are just a draft on your hard drive, not the binding laws of the company.
The Statutory Resignation (Article V)
The "Clean Break" clause. Once the Board is appointed, the Incorporator must resign to prevent confusion about who is in charge. This clause executes that resignation instantly, cementing the Board's authority.
The "Minute Book" Foundation
Formatted to serve as the very first entry in your Corporate Minute Book, ensuring that when Series A lawyers audit your history, they see a perfect chain of title from the moment of formation.
Why Founders Need This Specific Template:
It Fixes the "DIY" Incorporation Error
Founders who file directly with the state often miss this document because the state doesn't ask for it. It is an internal requirement, not a public filing. This template fills that void.
It Validates Your Stock Issuance
You cannot issue stock without a Board vote. You cannot have a Board vote without this document. This is the prerequisite for owning your own company.
It Adheres to DGCL 108
Delaware law specifically requires an "Organization Meeting" or a "Written Consent" to perfect the organization of the corporation. This document satisfies that statutory requirement in a single page.
Bridge the Gap. Seat the Board.
Today's Price: $99 | Save over 30% off the $145 retail price.
(One-time payment. Instant Download. Fully Editable.)
(getButton) #text=(Buy Now) #icon=(download) #size=(1) #color=(#EB5406)
[ Alternative Payment Link]
(getButton) #text=(Alternative Link) #icon=(download) #color=(#123456)
[ Secure Checkout | Instant Access ] Trusted by 5200+ Founders
Frequently Asked Questions
I used Stripe Atlas. Do I need this?
Stripe Atlas usually generates this for you automatically. Check your documents folder. If you filed manually or used a basic filing service, you definitely need this.
Does this need to be notarized?
No. Under Delaware law, this does not require a notary. A standard wet ink or electronic signature (DocuSign) is legally binding.
What date do I put on it?
The date should be the same day your Certificate of Incorporation was stamped "Filed" by the Delaware Secretary of State, or any day shortly thereafter. It cannot be dated before the corporation existed.
