Board consent documents

Board consent documents (also called “Action by Written Consent” or board resolutions) are the formal corporate approvals required before your company can issue securities in a financing round.

Board approval is legally required before issuing stock or convertible notes. Without proper board approval, your securities issuance may be invalid.

Under Delaware law (and most state corporate laws), the board of directors must authorize any issuance of securities.

Legal requirement

Corporate law mandates:Delaware General Corporation Law Section 141 requires board authorization for:

Issuing new shares of stock
Creating new series of preferred stock
Amending the certificate of incorporation
Entering into material agreements

Without board approval:

Securities may be voidable
Company officers lack authority to execute documents
Investors may refuse to close
Future investors will discover problem in diligence

Never issue securities without board approval. Even if you’re the only director and shareholder, you still need formal board action.

Corporate record-keeping

Board consents serve as official corporate record:

Document decisions made
Show proper corporate governance
Required for due diligence in future rounds
Prove authority to issue securities
Protect directors from claims of unauthorized action

Investors will review:

All board consents for past financings
Verify proper authorization
Check for any irregularities
Confirm no missing approvals

Director protection

Formal consent protects directors:

Documents that directors fulfilled their duties
Shows directors approved after consideration
Demonstrates good faith business judgment
Protects against shareholder claims

Even in a single-director company, formal consents demonstrate proper governance.

Types of board consents

Different financing events require different board consents.

Equity financing
Convertible note
SAFE

Board consent for preferred stock financingApproves:

Amendment and restatement of Certificate of Incorporation
- Creating new series of preferred stock
- Setting rights, preferences, privileges
- Recommending to stockholders for approval
Approval of financing
- Issuing and selling preferred stock
- Purchase price per share
- Stock Purchase Agreement and related documents
Authorization to officers
- Execute and deliver all documents
- Take all necessary actions
- Make immaterial changes as needed
Reservation of shares
- Reserve preferred shares for issuance
- Reserve common shares for conversion

Example: Series Seed Board Consent for equity financing

Board meetings vs. written consents

Board action can happen via meeting or written consent.

Written consent (most common)
Board meeting (less common)
Comparing the options

Action by unanimous written consentHow it works:

All directors sign written consent
No meeting required
Effective when last director signs
Filed with corporate minutes

Requirements:

Must be unanimous (all directors)
Can be signed in counterparts
Can use electronic signatures
Must be dated

Advantages:

Fast (no scheduling needed)
Simple (no meeting logistics)
Standard for financings
Less formal

Example language:

The undersigned, constituting all of the members of the
Board of Directors of [Company Name], pursuant to
Section 141(f) of the Delaware General Corporation Law,
hereby adopt the following resolutions by written consent:

For financing approvals, written consents are standard practice. No need for a formal board meeting unless you prefer one.

Aspect	Written Consent	Board Meeting
Speed	Fast (hours to days)	Slower (days to week)
Notice	None required	Required (unless waived)
Quorum	Must be unanimous	Per bylaws (usually majority)
Scheduling	No coordination needed	Must coordinate calendars
Discussion	No forum for discussion	Discussion possible
Documentation	Consent document	Minutes
Best for	Routine approvals	Complex decisions
Standard for financing	Yes ✓	Not typically

Bottom line: Use written consent for financing approvals unless there’s a specific reason to hold a meeting.

Let’s examine a Series Seed equity financing board consent in detail.

Amendment and restatement of certificate

Board declares advisability

Resolution:

WHEREAS, the Board hereby declares the advisability of
the amendment and restatement of the Company's
Certificate of Incorporation to read in its entirety
in the form attached as Exhibit A (the "Restated
Certificate") that, among other things:

1. Increases the number of authorized shares of Common
   Stock and Preferred Stock;
2. Designates [X] shares as "Series Seed Preferred
   Stock" with specified rights and preferences;
3. Sets forth rights, privileges and preferences of
   Common Stock and Series Seed Preferred.

What this means:

Board has reviewed the Restated Certificate
Board believes it’s in company’s best interests
Sets stage for stockholder approval

Board approves and recommends

Resolution:

RESOLVED, that the Restated Certificate be, and it
hereby is, subject to the approval by the Company's
stockholders, amended and restated to read in the
form of the Restated Certificate;

RESOLVED FURTHER, that the Restated Certificate be
submitted to the Company's stockholders and that the
Board recommends that the Company's stockholders
approve the adoption and filing of the Restated
Certificate;

Board approves but subject to stockholder consent (required for certificate amendments).

Authorization to solicit stockholder consent

Resolution:

RESOLVED FURTHER, that the officers of the Company be
authorized and directed to solicit the consent of the
Company's stockholders with respect to the Restated
Certificate;

Officers can now obtain stockholder consent. See our stockholder consent guide.

Filing authority

Resolution:

RESOLVED FURTHER, that, upon receipt of such
stockholders' consent, the officers of the Company be
authorized and directed to make such filings with the
Delaware Secretary of State as may be necessary or
appropriate with respect to such amendment and
restatement.

Once stockholders approve, officers can file the Restated Certificate with Delaware.

Approval of financing

Financing determination

WHEREAS clause:

WHEREAS, the Board believes it is in the best interests
of the Company to issue and sell up to [X] shares of
Series Seed Preferred at a cash purchase price of
$[Y] per share, which may be paid in cash, conversion
of indebtedness or convertible securities, any other
lawful form of consideration or any combination thereof.

What this establishes:

Maximum number of shares authorized
Price per share
Forms of payment accepted (cash, note conversion, etc.)
Board’s determination that financing is in company’s best interests

The WHEREAS clauses aren’t legally operative but show board’s reasoning and deliberation.

Approval of purchase agreement

Resolution:

RESOLVED, that the Series Seed Preferred Stock
Investment Agreement providing for the issuance and
sale by the Company of shares of Series Seed Preferred
at a cash purchase price of $[Y] per share in
substantially the form attached hereto as Exhibit B
(the "Purchase Agreement"), be, and it hereby is,
approved in all respects;

Board approves the specific form of stock purchase agreement.“Substantially the form” allows for immaterial changes.

Authority to execute documents

Resolution:

RESOLVED FURTHER, that the officers of the Company be
authorized and directed to execute and deliver the
Purchase Agreement and any and all other agreements,
certificates or documents required or contemplated by
the Purchase Agreement or deemed necessary or
appropriate in connection therewith;

Key points:

“Officers” (plural) - any officer can sign
Can execute all related documents
Can take all necessary actions
Broad authority to implement financing

Flexibility for modifications

Resolution:

RESOLVED FURTHER, that the officers of the Company be
authorized to negotiate or otherwise cause such
additions, modifications, amendments or deletions to
be made to the Purchase Agreement as any such officer
may approve, and the execution and delivery thereof by
such officer shall be deemed conclusive evidence of
the approval of any such addition, modification,
amendment or deletion;

What this allows:

Officers can make changes to documents
Without coming back to board for each change
Signing = approval

Limitations:

Should be immaterial changes only
Major changes require new board approval
Officers must act in good faith

This provision is practical and standard. Without it, you’d need a new board consent for every minor document change during negotiation.

Reserve preferred shares

Resolution:

RESOLVED FURTHER, that up to [X] shares of Series Seed
Preferred be, and they hereby are, reserved for
issuance pursuant to the terms and conditions of the
Purchase Agreement;

Reserves the shares so they can be issued without further board action.

Authorize sale and issuance

Resolution:

RESOLVED FURTHER, that the officers of the Company be
authorized and directed to sell and issue the Series
Seed Preferred for the consideration provided for in
the Purchase Agreement and otherwise upon the terms
and conditions described therein;

Officers have authority to actually issue the shares when payment is received.

Reserve common for conversion

Resolution:

RESOLVED FURTHER, that the issuance and delivery of
the shares of Common Stock issuable upon conversion
of the Series Seed Preferred be authorized and
approved in all respects and [Y] shares of Common
Stock be reserved for issuance upon the conversion of
the Series Seed Preferred;

Why this matters:

Preferred converts to common
Need common shares available for conversion
Usually 1:1 ratio (but include buffer for anti-dilution)

Confirm validity of shares

Resolution:

RESOLVED FURTHER, that when the consideration provided
for in the Purchase Agreement has been received by the
Company, the Series Seed Preferred shall be duly and
validly issued, fully-paid and nonassessable, and the
shares of Common Stock issuable upon conversion shall
be duly and validly issued, fully paid and
nonassessable;

Board confirms shares will be validly issued when payment is received.

Securities law compliance

Reliance on exemptions

Resolution:

RESOLVED FURTHER, that the Series Seed Preferred shall
be offered, sold and issued in reliance on any
applicable exemption from registration provided by the
Securities Act of 1933, as amended, and any applicable
exemption under applicable state blue sky laws;

What this means:

Shares being issued without SEC registration
Relying on Regulation D (typically Rule 506(b) or 506(c))
Also relying on state law exemptions
Board confirms this approach

Form D filing authority

Resolution:

RESOLVED FURTHER, that the officers of the Company be
authorized and directed to execute and file any forms,
certificates, notices or other documents that are
necessary or appropriate pursuant to federal or state
securities laws.

Key filings:

Form D with SEC (within 15 days of first sale)
State notice filings (varies by state)
Any other required securities filings

Officers have authority to make these filings.

General provisions

Omnibus resolution:

RESOLVED, that the officers of the Company be authorized
and directed to take such further actions and execute
such documents as may be necessary or appropriate in
order to implement the foregoing resolutions.

This catch-all ensures officers have authority to do whatever else is needed.

Convertible note consents are simpler than equity consents.

Key differences
Note financing approval
Share reservation for conversion

Convertible note consents don’t need:

Certificate amendment approval (notes are debt, not equity)
Stockholder approval (no equity issued yet)
Preferred stock creation

Convertible note consents do need:

Approval to issue notes up to certain amount
Authorization of note form
Share reservation for future conversion
Securities law compliance

Simpler and faster:

Only board approval required
No stockholder consent needed
Less complex resolutions

Typical resolutions:

WHEREAS, the Board has determined that it is in the
best interests of the Company to raise up to
$[Amount] through the authorization, sale and issuance
of convertible promissory notes;

NOW, THEREFORE, BE IT RESOLVED, that the Notes are
approved in all respects;

RESOLVED FURTHER, that the officers of the Company are
authorized and directed to sell the Notes in
accordance with their terms and conditions;

RESOLVED FURTHER, that the officers are authorized to
execute and deliver the Notes and any and all other
agreements, certificates or documents required;

Similar structure to equity consent but simpler.

Resolution:

RESOLVED FURTHER, that the Company is authorized and
directed to reserve:

(i) For issuance upon conversion of the Notes, the
maximum number of shares of the series of Preferred
Stock that the Company issues in the Qualified
Financing;

(ii) For issuance upon conversion of the Notes, the
maximum number of shares of Common Stock that may be
acquired thereunder; and

(iii) For issuance upon conversion of the Preferred
Stock, the maximum number of shares of Common Stock
that may be acquired thereunder.

Why all three:

Notes convert to preferred (in qualified financing)
Notes might convert to common (at maturity or change of control)
Preferred converts to common (always need common reserved)

Reserve generously. It’s better to reserve too many than too few. Reserving shares doesn’t dilute - only issuing them does.

Use standard templates

Don’t create from scratch:

Use Series Seed board consent forms
Or Y Combinator forms
Or CooleyGO generator
Or your lawyer’s standard forms

Customize with your terms:

Company name
Number of shares
Price per share
Date
Director names

Attach exhibits:

Exhibit A: Restated Certificate (for equity)
Exhibit B: Purchase Agreement or Note Form

Fill in blanks accurately

Critical details:

Exact number of shares being authorized
Exact price per share
Correct date
All director names spelled correctly

Cross-check against:

Term sheet
Purchase agreement
Cap table

Errors here can cause problems at closing.

Obtain all director signatures

For written consent:

Every director must sign
Can sign in counterparts (separate signature pages)
Can use electronic signatures (DocuSign, etc.)
Date when signed

Practical tips:

Send to all directors simultaneously
Follow up if someone hasn’t signed within 24 hours
Track who has signed
Effective when last director signs

Written consent requires unanimous approval. If one director won’t sign, you need a board meeting instead (where majority may suffice per bylaws).

File in corporate records

After all directors sign:

File in corporate minute book
Include all exhibits
Keep original signed copies
Store electronically as well

Organization:

Corporate Minute Book/
  Board Consents/
    2024-03-15 Board Consent - Series Seed Financing/
      Board Consent.pdf
      Exhibit A - Restated Certificate.pdf
      Exhibit B - Purchase Agreement.pdf
      Signature Pages/
        Director1.pdf
        Director2.pdf

Good organization helps in future due diligence.

Common mistakes to avoid

Forgetting board approval entirely

The mistake:

Issue stock without board consent
Founder thinks “I’m the only director, I approve it”
No formal written consent obtained

Why it’s a problem:

Securities may be voidable
No corporate record of authorization
Future investors discover in diligence
May need to remediate retroactively

The fix:

Always obtain board consent before issuing securities
Even single-director companies need formal consent
Takes 5 minutes, saves hours of problems later

Wrong number of shares

The mistake:

Board consent says 2,000,000 shares authorized
Purchase agreement says 2,500,000 shares
Numbers don’t match

Why it’s a problem:

Ambiguity about how many shares can be issued
May need to redo board consent
Can delay closing

The fix:

Double-check all numbers against term sheet
Cross-reference with purchase agreement
Have lawyer review for consistency

Missing director signature

The mistake:

Two directors sign
Third director never signs
Company proceeds to closing anyway

Why it’s a problem:

Written consent requires unanimity
Consent is ineffective without all signatures
Board action is void

The fix:

Track who has signed
Follow up promptly
Don’t proceed until everyone has signed
Or hold board meeting if one director won’t sign

Dating issues

The mistake:

Consent dated after closing
Consent dated before term sheet signed
Inconsistent dates across documents

Why it’s a problem:

Suggests board approved after securities already issued
Or approved before terms were known
Creates questions in due diligence

The fix:

Date consent when last director signs
Ensure consent is before (or same day as) closing
Keep timeline logical: term sheet → board consent → closing

Not filing in corporate records

The mistake:

Obtain board consent
Never file it in minute book
Can’t find it in Series A diligence

Why it’s a problem:

No proof consent was obtained
May appear securities were issued without authorization
Creates doubt about corporate governance

The fix:

File immediately after obtaining
Maintain organized minute book
Keep electronic and physical copies
Include in data room for future diligence

Special situations

Single-director companies
Adding director seats
Rolling closes

When you’re the only director:You still need formal written consent:

The undersigned, constituting all of the members of
the Board of Directors of [Company], hereby adopts
the following resolutions by written consent:

[Resolutions]

______________________
[Your Name]
Director
Date: [Date]

Don’t skip this:

Still legally required
Creates corporate record
Shows proper governance
Takes 2 minutes

Even if you’re founder, CEO, and sole director, you need to formally approve corporate actions in your capacity as director.

If financing adds board seats:Include resolution:

RESOLVED, that the size of the Board of Directors is
hereby increased from [X] to [Y] members;

RESOLVED FURTHER, that [Name] is hereby elected to
serve as a director of the Company, to serve until
his/her successor is duly elected and qualified or
until his/her earlier death, resignation or removal;

Usually new investor director is elected after closing, but can be included in consent.

For multiple closings over time:Initial board consent can authorize:

RESOLVED, that up to [Total Amount] shares be reserved
for issuance in one or more closings, and that the
officers are authorized to issue shares at any time
within [90 days] of the initial closing;

This allows additional closes without new board consent each time.Limits:

Specify maximum total shares
Specify time period
Same terms for all investors

Series Seed includes 90-day additional closing period as standard.

After board approval

Once you have board consent, you can proceed with the financing.

Obtain stockholder consent (if needed)

For equity financings:

Need stockholder approval of certificate amendment
Majority or supermajority (check certificate)
Use written consent (faster) or stockholder meeting

See our stockholder consent guide.Not needed for:

Convertible notes (not equity yet)
SAFEs (not equity yet)

Execute financing documents

Now that board has approved:

Officers can execute purchase agreement
Can execute notes or SAFEs
Authority established by board consent

When officer signs, they sign on behalf of company pursuant to board authorization.

File certificate amendment (if applicable)

After stockholder consent obtained:

File Restated Certificate with Delaware Secretary of State
Can file online or by mail
Effective when filed (or future date if specified)

Board consent authorized this filing.

Close the financing

Exchange money for securities
Issue stock certificates or update cap table
File Form D within 15 days
Update corporate minute book

All pursuant to authority granted in board consent.

Resources and templates

Series Seed board consents

Board consent forms for equity and convertible note financings

CooleyGO

Automated generators including board consent documents

Delaware Division of Corporations

File certificates and check company status

Corporate minute book tools

Organize your corporate records:

Next steps

Stockholder consent

Learn about obtaining stockholder approval for equity financings

Stock purchase agreements

Understand the agreements board consent authorizes

Convertible notes

Review convertible note documents that require board approval

Overview

Founders

Formation

Financing

Business Essentials

Types of board consents

Board meetings vs. written consents

Amendment and restatement of certificate

Approval of financing

Securities law compliance

General provisions

Common mistakes to avoid

Special situations

After board approval

Resources and templates

Series Seed board consents

CooleyGO

Delaware Division of Corporations

Corporate minute book tools

Next steps

Stockholder consent

Stock purchase agreements

Convertible notes

Build docs developers (and LLMs) love

Overview

Founders

Formation

Financing

Business Essentials

​Why board consent matters

​Types of board consents

​Board meetings vs. written consents

​Series Seed board consent walkthrough

​Amendment and restatement of certificate

​Approval of financing

​Share reservation and issuance

​Securities law compliance

​General provisions

​Convertible note board consent

​Preparing board consent documents

​Common mistakes to avoid

​Special situations

​After board approval

​Resources and templates

Series Seed board consents

CooleyGO

Delaware Division of Corporations

Corporate minute book tools

​Next steps

Stockholder consent

Stock purchase agreements

Convertible notes

Build docs developers (and LLMs) love

Why board consent matters

Types of board consents

Board meetings vs. written consents

Series Seed board consent walkthrough

Amendment and restatement of certificate

Approval of financing

Share reservation and issuance

Securities law compliance

General provisions

Convertible note board consent

Preparing board consent documents

Common mistakes to avoid

Special situations

After board approval

Resources and templates

Next steps