Written by attorneys · grounded in primary & secondary sources — see below
A person who participates in the formation of a corporation, typically by signing and delivering the articles of incorporation to the appropriate state official for filing.
Iris Irons and Ike Ingram agree to form Integrity Partners, Inc. They prepare articles listing only the firm's office address for both and omit any separate listing for Iris. The secretary of state rejects the filing because the articles fail to provide the name and address of each incorporator.
Imani Idowu and Irene Ingalls file articles for Ideal Solutions, Inc. without naming initial directors. They call an organizational meeting attended by a majority of the incorporators and there elect the first board of directors to adopt bylaws and appoint officers.
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Ian Iverson files articles for Insight Consulting, Inc. as sole incorporator. Before any directors are elected, Ian adopts the initial bylaws by written consent and records the action as required for incorporator action taken without a meeting.
Yes. The articles of incorporation must set forth the name and address of each incorporator as a mandatory item. Omitting any incorporator or using only a shared business address for remote founders leaves the filing deficient even if the secretary of state accepts it.
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The incorporators must hold an organizational meeting called by a majority of them. At that meeting they elect the initial board, which then completes organization by adopting bylaws and appointing officers.
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Yes. Any action the incorporators are permitted to take at an organizational meeting may be taken without a meeting if evidenced by written consents signed by each incorporator describing the action taken.
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Any person, including an entity, may act as an incorporator by delivering articles of incorporation to the secretary of state. Modern statutes impose no residency requirement and permit one or more persons or entities to serve.
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…(2) of CA’s Certificate of Incorporation provides that “[t]he original By Laws of the corporation shall be adopted by the incorporator. Thereafter, the power to make, alter, or repeal the By Laws, and to adopt any new By Law, except a By Law classifying directors for election for staggered terms, shall be vested in the…