Initial Board Consent (Unanimous Written Consent)

 

You Don't Own Your Startup Yet. Here is How to Fix It.

Download the 2026-2027 Initial Board Consent (Unanimous Written Consent).

Issue Founder Stock. Appoint Officers. Open Your Bank Account.

You have filed your Certificate of Incorporation. Congratulations, you are now the proud owner of an empty legal shell.

Until your Board of Directors officially meets to Issue Stock, nobody actually owns the company. Until the Board meets to Appoint Officers, nobody has the legal authority to sign commercial contracts. Until the Board formally authorizes a banking relationship, you cannot deposit investor checks.

If you start doing business, building code, or signing clients without this document in place, you are building immense value in an entity you do not legally own. This creates a catastrophic tax nightmare called the "Cheap Stock" problem when you finally try to issue your shares months later.

The Legal Attorney Initial Board Consent is the "Big Bang" document. It transforms a paper corporation into a fully operating business, assigning bulletproof ownership to the founders and ironclad authority to the executives.

What You Get Inside the Master Kit:

1. The Restricted Stock Issuance Resolution (Section III): The legal mechanism that grants millions of shares to the founders at "Par Value" ($0.00001). It links directly to your Restricted Stock Purchase Agreement (RSPA) and establishes the standard 4-year vesting schedules demanded by venture capitalists.

2. Elite Tax Protections (Sections IV, V & VI): Drafted specifically to maximize your lifetime tax savings. It includes the formal Section 83(b) acknowledgment, the Section 1202 Qualified Small Business Stock (QSBS) designation (potentially allowing you to sell up to $10 Million tax-free upon exit), and the Section 1244 designation (allowing you to write off losses as ordinary income if the startup fails).

3. The Banking Authorization (Section VII): Commercial banks and fintechs like Mercury, Brex, and SVB will absolutely not open an account without a formal "Banking Resolution." This document includes the precise regulatory language required to grant the CEO and CFO check-writing authority.

4. The Officer Appointment Matrix (Section II): Formally seats your C-Suite (CEO, President, Secretary, CFO). This enables your leadership team to sign contracts, hire employees, and enter commercial leases with actual, verifiable legal authority.

5. The "Uncertificated Shares" Modernization (Section XI): Updated for the 2026 digital landscape, this resolution legally allows the company to forgo printing easily-lost physical paper stock certificates, authorizing the use of digital equity management platforms like Carta or Pulley from Day 1.

Why Founders Need This Specific Template:

I. It Validates Your Ownership: Without this signed resolution, your ownership claim is purely theoretical. This document creates the immutable corporate record proving that you own your shares as of a specific, timestamped date.
II. It Prepares You for Fundraising: Institutional investors will rigorously audit your "Corporate Minute Book." If the very first entry—the initial issuance of founder stock—is missing, malformed, or lacks QSBS language, they will pause the entire deal until you pay corporate lawyers thousands of dollars to retroactively fix the errors.
III. It Handles State Qualification: Section X explicitly authorizes the company to register as a "Foreign Corporation" in the physical state where you actually work (e.g., California or New York), a mandatory compliance step frequently missed by DIY founders.

Take the Reins. Legally Own Your Company.

Today's Price: $99 | Save over 30% off the $145 retail price.
(One-time payment. Instant Download. Fully Editable.)

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Frequently Asked Questions

1. Can I sign this document digitally?
Yes. Under Delaware General Corporation Law Section 141(f), Board Consents can be signed via "Electronic Transmission" (e.g., DocuSign, HelloSign). It is fully legally binding and preferred by modern startups.

2. Do I need to hold a physical board meeting to approve this?
No. That is the exact purpose of a "Unanimous Written Consent." It allows the Board of Directors to take binding legal action without physically gathering in a boardroom, provided every single director reviews and signs the document.

3. What does it mean to pay the "Total Consideration" for my shares?
Section III mandates the payment of "Total Consideration" (e.g., $40.00 for 4,000,000 shares). You must physically write a check or wire this exact amount of money from your personal bank account to the new business bank account. This provides the "consideration" required by US contract law, legally proving you purchased the stock.