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VA
CONSENT TO BE DIRECTOR AND OFFICER
TO:
__________ (the "Corporation")
AND TO:
The Directors and Shareholders of the Corporation
FROM:
__________
I HEREBY:
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 December 16, 2024
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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:
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:
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:
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.
Sample
Consent to be Director and Officer
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