Essential Corporate Documents for Your Delaware C-Corp
Bylaws, board resolutions, incorporator actions, and everything UK founders need for proper corporate governance from day one
Day-1 Documents
Generator Tools
Board Meeting/Consent
Protection Requirement
Documents You Need on Day 1
After your Certificate of Incorporation is filed with the Delaware Division of Corporations, you need to complete several organizational documents to properly establish your company. These are not optional — they form the legal foundation of your corporation and must be in place before you can issue stock, open a bank account, or conduct business.
Day-1 Document Checklist
Corporate Bylaws Explained
What Bylaws Cover
Corporate bylaws are the internal governance rules of your Delaware C-Corp. Unlike the Certificate of Incorporation (which is a public document filed with the state), bylaws are a private internal document. They establish how the company operates on a day-to-day governance basis.
Board of Directors
- Number of directors and how to change it
- Election and removal procedures
- Meeting frequency and notice requirements
- Quorum requirements (minimum attendance)
- Action by written consent (without meeting)
- Board committees and delegation
Officers
- Required officer positions (CEO, Secretary, etc.)
- Appointment and removal by the board
- Duties and authority of each officer
- Signing authority for contracts and checks
- One person may hold multiple officer positions
- Compensation determined by the board
Shareholders
- Annual and special meeting procedures
- Voting rights and procedures
- Record date for shareholder actions
- Action by written consent of shareholders
- Proxy voting rules
- Notice requirements for meetings
Stock & Other
- Stock certificates and uncertificated shares
- Transfer restrictions and procedures
- Lost certificate replacement
- Indemnification of directors and officers
- Amendment procedures for the bylaws
- Fiscal year designation
UK vs US Comparison: Articles of Association vs Bylaws
If you have operated a UK Ltd, you are familiar with Articles of Association. US corporate bylaws serve a similar function but there are key differences:
| Feature | UK Articles of Association | US Corporate Bylaws |
|---|---|---|
| Public filing | Filed with Companies House (public record) | Not filed with any government body (private) |
| Default template | Model Articles (Companies Act 2006) apply by default | No default — you must adopt custom bylaws |
| Amendment | Special resolution (75% shareholder vote) | Board can usually amend without shareholder vote |
| Directors vs Officers | Directors manage; no formal officer positions required | Directors govern; Officers (CEO, Secretary, Treasurer) manage |
| Shareholder agreements | Typically separate shareholders' agreement needed | Key provisions often included in bylaws + stock agreements |
| Corporate secretary | Company secretary required (unless opted out) | Secretary is an officer role appointed by the board |
| Meetings | Detailed statutory requirements for GM/EGM | Can be replaced by written consent (no meeting needed) |
Board Resolutions & Consents
Action by Written Consent vs Formal Meeting
Under Delaware law (DGCL Section 141(f)), the board of directors can take action in two ways:
| Method | How It Works | When to Use |
|---|---|---|
| Written Consent | All directors sign a written document approving the action. No meeting required. Can be signed at different times and locations. Emailed or DocuSigned copies are valid. | Early-stage startups, single-director companies, routine actions. This is how 99% of early-stage startup board actions are taken. |
| Formal Board Meeting | Meeting with proper notice, quorum present, discussion, vote, and minutes recorded. Can be in person or via video/phone. | Post-Series A with outside directors, contentious decisions, when investors require it. Formal meetings become the norm once you have a multi-member board with investor directors. |
What the Initial Board Consent Should Resolve
The initial board consent is the longest and most comprehensive resolution you will sign. It covers every organizational action needed to set up your company. Here is what it typically resolves:
Governance
- Adoption of corporate bylaws
- Appointment of officers (CEO, Secretary, Treasurer)
- Designation of the fiscal year (typically calendar year)
- Adoption of stock certificate form
- Establishment of corporate record-keeping
Stock Authorization
- Authorization to issue founder shares
- Approval of Stock Purchase Agreements
- Approval of vesting schedules
- Creation of stock option pool (if applicable)
- Adoption of Stock Option Plan (if applicable)
Banking & Operations
- Authorization to open a bank account
- Designation of authorized signatories
- Authorization to apply for an EIN
- Authorization to engage registered agent
- Ratification of incorporator's actions
Tax & Compliance
- Election of tax year and accounting method
- Authorization to file for state qualifications
- Acknowledgment of 83(b) election filings
- Authorization to engage professional advisors
- Approval of initial expense reimbursements
Generate your initial board consent free: Board Resolution Generator. Our generator covers all of the above resolutions in proper legal format for Delaware corporations.
Incorporator vs Director vs Officer — Roles Explained
Understanding Corporate Roles
One of the most confusing aspects for UK founders is the distinction between incorporators, directors, and officers in a Delaware corporation. In a UK Ltd, you have directors and a company secretary. US corporate law adds more layers. Here is what each role does:
Incorporator Temporary
The incorporator is the person (or entity) who signs and files the Certificate of Incorporation with the Delaware Division of Corporations. Their role is extremely limited and temporary:
- Signs the Certificate of Incorporation
- Files it with the Delaware Division of Corporations
- Appoints the initial board of directors (via Incorporator Action)
- Role ends after appointing the board — no ongoing authority
- Does NOT need to be a director, officer, or shareholder
- Can be your attorney, registered agent, or a formation service
Director Ongoing
Directors constitute the board of directors, which is the governing body of the corporation. The board makes major decisions and oversees company management:
- Governs the corporation — all major decisions require board approval
- Elected by shareholders (initially appointed by incorporator)
- Adopts bylaws, appoints officers, authorizes stock issuance
- Approves fundraising, acquisitions, and major contracts
- Owes fiduciary duties (duty of care and duty of loyalty)
- Delaware has no residency requirement for directors
- Minimum one director required (can be the sole founder)
Officers Ongoing
Officers manage the day-to-day operations of the company. They are appointed by the board and serve at the board's pleasure:
- CEO (Chief Executive Officer) — Overall management and leadership. Signs major contracts, represents the company.
- Secretary — Maintains corporate records, minutes, and stock ledger. Signs certificates and attestations. Not the same as a UK company secretary.
- Treasurer / CFO — Manages finances, bank accounts, and tax filings. Signs checks and financial documents.
- President — Often same as CEO. Some companies use both titles.
- One person may hold ALL officer positions simultaneously
- Officers do not need to be directors or shareholders
Ongoing Corporate Governance
Annual Requirements & Best Practices
Proper corporate governance is not just a day-one task. You must maintain good governance practices throughout the life of your corporation. Failure to do so can result in penalties, loss of corporate protections, or problems during fundraising due diligence.
Annual Board Meeting / Consent
- Hold at least one board meeting per year (or sign a written consent in lieu of meeting)
- Review and approve company finances
- Re-elect officers (or confirm existing)
- Approve any stock issuances made during the year
- Document major decisions and contracts
Corporate Minutes & Records
- Maintain a corporate minute book (physical or digital)
- Keep all consents, resolutions, and minutes
- Maintain an updated stock ledger
- Store copies of all signed stock agreements
- Keep copies of all 83(b) elections filed
State Compliance
- Delaware Annual Report: due March 1 each year
- Delaware Franchise Tax: due March 1 each year
- Maintain registered agent in Delaware at all times
- File any required state qualifications
- FinCEN BOI Report (if applicable)
Piercing the Corporate Veil — Risks for UK Founders
One of the primary reasons for incorporating a C-Corp is limited liability — your personal assets are protected from company debts. However, courts can "pierce the corporate veil" and hold you personally liable if you fail to maintain proper corporate formalities. This is especially important for UK founders operating remotely.
What Causes Veil Piercing
- Commingling personal and corporate funds
- Failing to maintain corporate records/minutes
- Not holding annual meetings or signing consents
- Using the company as a personal piggybank
- Inadequate capitalization of the company
- Not separating company identity from personal identity
How to Protect Yourself
- Open and use a separate corporate bank account
- Never pay personal expenses from the company account
- Sign all documents in your capacity as officer, not personally
- Maintain corporate minutes and written consents annually
- Keep the company adequately funded
- File all required annual reports and tax returns
When You Need Board Resolutions
Actions Requiring Board Approval
Beyond the initial board consent, you will need to pass board resolutions (or sign written consents) for major corporate actions throughout the life of your company. Here are the most common triggers:
| Action | Board Resolution Required? | Shareholder Approval Needed? |
|---|---|---|
| Issue new shares to founders | Yes | No (unless authorized shares increase) |
| Grant stock options to employees | Yes | Yes (to adopt the plan initially) |
| Raise funding (SAFE, convertible note, equity) | Yes | Depends on terms |
| Appoint or remove officers | Yes | No |
| Open or close a bank account | Yes | No |
| Enter into major contracts | Yes (for material contracts) | No |
| Approve annual financial statements | Yes | No |
| Increase authorized shares | Yes | Yes (certificate amendment) |
| Sell the company / merge | Yes | Yes |
| Dissolve the company | Yes | Yes |
Documents You Can Generate Free
Use our free document generators to create production-ready corporate documents for your Delaware C-Corp. All generators produce clean, Delaware-specific documents that are investor-ready.
Corporate Bylaws
Complete bylaws for your Delaware C-Corp. Covers board governance, officer roles, shareholder rights, stock provisions, and indemnification.
Free GeneratorBoard Resolutions
Initial board consent and ongoing resolutions. Covers organizational actions, stock authorization, bank accounts, and officer appointments.
Free GeneratorStock Purchase Agreement
Standard restricted stock purchase agreement with vesting, repurchase rights, transfer restrictions, and 83(b) election provisions.
Free GeneratorFounder Stock Purchase
Specialized for founders. Includes vesting schedule, cliff period, acceleration clauses, and right of first refusal.
Free GeneratorArticles of Incorporation
Certificate of Incorporation for Delaware C-Corps. Specifies authorized shares, par value, and registered agent.
Frequently Asked Questions
Do I need a lawyer to create corporate documents for my Delaware C-Corp?
For basic organizational documents (bylaws, initial board consent, incorporator action), most early-stage startups use templates or generators like ours. These documents follow well-established patterns and the Delaware General Corporation Law is well-defined. However, we recommend consulting a lawyer for: stock purchase agreements with complex vesting terms, co-founder equity splits with unusual provisions, any documents related to fundraising, and cross-border tax elections (83(b) and Section 431). The cost of getting equity structure wrong far exceeds the cost of a brief legal consultation.
Can I be the sole director and all officers of my Delaware C-Corp?
Yes. Delaware law permits a corporation to have a single director who also holds all officer positions (CEO, Secretary, and Treasurer). This is the standard structure for single-founder startups. There is no residency requirement — you can be a UK resident serving as sole director and all officers of a Delaware corporation. As you grow and raise funding, investors will typically require board seats, expanding your board to three or five members.
How do UK Articles of Association differ from US corporate bylaws?
The key differences are: (1) UK Articles are filed publicly with Companies House; US bylaws are private internal documents never filed with the government. (2) UK companies have default Model Articles under the Companies Act 2006; US companies must adopt custom bylaws. (3) UK Articles typically require a special resolution (75%) to amend; US bylaws can often be amended by a simple board majority. (4) UK Articles cover similar ground (governance, meetings, share transfers) but are structured under UK company law. See the detailed comparison table in the Bylaws section above.
What happens if I fail to maintain proper corporate governance?
Failure to maintain proper corporate governance exposes you to several serious risks: (1) Veil piercing — A court may hold you personally liable for company debts if you fail to observe corporate formalities. (2) Fundraising problems — Investor lawyers will audit your corporate records during due diligence. Missing documents, unsigned consents, or a messy cap table can delay or kill a deal. (3) Delaware penalties — Failing to file annual reports or pay franchise tax results in penalties, interest, and eventually administrative dissolution of your company. (4) Tax issues — The IRS may challenge deductions or elections if supporting corporate resolutions are missing. Keep your corporate house in order from day one — it is far easier (and cheaper) to maintain good governance than to remediate poor governance later.
Need Help With Corporate Documents?
From bylaws to board resolutions to founder equity agreements, we help UK founders set up their Delaware C-Corps with proper corporate governance from day one.
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