Last updated November 14, 2023
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Sarah Ure is a Legal Writer at LawDepot. Sarah has undergraduate degrees in English and Psychology from the University of Calgary, as well as a Law degree from the University of Victoria. During her clinical terms at law school, Sarah was fortunate to help low-income clients in many different areas of law, including criminal law, family law, wills & estates, landlord & tenancy law, and environmental law.
Sarah completed her articles in Toronto in 2015, then moved back to Alberta to begin her legal career. She worked with the Elizabeth Fry Society providing legal information to low-income clients, and later as a criminal defence lawyer, before being hired by LawDepot in 2019. Sarah is called to the bar in Ontario and Alberta.
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What is a Consent to be Director and Officer?
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.
Who can consent to be a director and officer?
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.
How to write a Consent to be 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:
- State the name of the corporation.
- Provide the elected director and officer's name, address, jurisdiction, and citizenship.
- 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.
When do I need a 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.
What to do after signing a Consent to be Director and Officer
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.
