Free Consent to be Director and Officer

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Consent to be Director and Officer

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Your Consent to be Director and Officer

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CONSENT TO BE DIRECTOR AND OFFICER

TO:

__________ (the "Corporation")

   

AND TO:

The Directors and Shareholders of the Corporation

   

FROM:

__________

   

I HEREBY:

  1. Consent to act as a director and officer of the Corporation;
  2. Acknowledge and declare that:
    1. I am at least eighteen years of age;
    2. I do not have the status of a bankrupt;
    3. I am a citizen of __________; and
    4. I am ordinarily resident in the State of Ohio
  3. Declare that my residence address is:
    __________
  4. Undertake to advise the Corporation in writing forthwith of any change in my citizenship or residence, including a change in residence address; and
  5. Consent to the holding of any meeting of the directors of the Corporation by telephone, electronic, or other communications facilities in order to permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

This consent will continue in effect from year to year so long as I am re-elected to the board of directors, provided that if I resign from the board of directors, this consent will cease to have effect on the date the Corporation receives written notice of my resignation.

IN WITNESS WHEREOF __________ has executed this Consent on the ________ day of ________________, ________.

 

________________________________

 

__________

Last updated November 14, 2023

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A Consent to be Director and Officer is a document that an individual signs agreeing to take on the responsibilities of a corporation's director and officer.

Using this consent form is essential when managing a business as it’s evidence of a potential director and officer’s acceptance for the position if elected. 

A Consent to be Director and Officer is also known as a:

  • Consent to act as director and officer
  • Director’s consent letter
  • Director’s consent to act
  • Consent to act as a corporate officer
  • Consent of director

Having someone sign a consent is a formality that proves they’re willing to fulfill their duties and declare set qualifications to become a director and officer for a corporation. Qualifications include:

  • Being 18 years of age or over
  • Having no bankruptcy status
  • Declaring their citizenship and residency

Having a consent form also helps avoid accusations of wrongful appointment if future questions arise.

A director or officer must be a person. A corporation, organization, or business entity can’t be a director or officer.

Most states have adopted the Model Business Corporation Act as the foundation for state corporation laws. In part, this act identifies who is qualified to be a director and officer. 

For example, New Jersey requires an elected individual to be 18 years of age, but they don’t have to be a citizen of the United States, a state resident, or a shareholder of the corporation unless the Corporate Bylaws state otherwise.

In some jurisdictions, like Texas, a single person can be a shareholder, director, and officer for a for-profit or professional corporation. Having a single person cover all positions isn’t uncommon for smaller companies. 

Check your state’s corporation laws for further guidance on who is qualified to be a director and officer.

LawDepot’s easy-to-use questionnaire can help you complete a Consent to be Director and Officer in three easy steps. All you need to do is:

  1. State the name of the corporation.
  2. Provide the elected director and officer's name, address, jurisdiction, and citizenship.
  3. Select a date for signing. If you’re unsure of the date, leave it blank to fill it in on the day it is signed.

Once completed, you can easily edit the template and save a PDF copy of your Consent to be Director and Officer.

You need someone to sign a Consent to be Director and Officer before your corporation elects them for the position. It’s recommended to have the elected’s consent on company record to prove they’re willing to take on the director and officer responsibilities. If consent isn’t provided, the appointment of the director and officer may not be accepted.

Once the elected person signs the Consent to be Director and Officer, store it with the Corporate Minute Book and other vital documents like Corporate Resolutions and Shareholder’s Meeting Minutes.

It is also best practice to have a backup digital and physical copy should the elected director and officer be questioned.

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