LEGAL
Incorporation & Structure
Bylaws & Board Consents: What Your Startup Legally Needs
Once your company is incorporated, you need to make it operational. That starts with adopting bylaws (your company’s internal rulebook) and creating board consents to formally approve your key startup decisions. These steps establish legitimacy with banks, investors, and even your future self.
Why it Matters
Your startup’s bylaws are its internal rulebook.
Your initial board consent is the first official action taken by your board — appointing officers, adopting bylaws, and authorizing stock. Both are required for operational legitimacy and fundraising readiness.
Founders Checklist
Draft and adopt your corporate bylaws
Sign your initial board consent (can be done in writing, no meeting required)
Use the board consent to:
Appoint officers (CEO, Secretary, etc.)
Adopt bylaws
Authorize founder stock issuance
Store signed versions in your data room
Update consents as needed after each board action (e.g., fundraising, option grants)
Founder Fails
Didn’t adopt bylaws > couldn’t open bank account or onboard payroll
Never signed board consent > stock grants lacked authorization
Used copied bylaws from another company > wrong provisions or state law mismatch
When to ask for Help
If you aren’t sure how to structure officer roles (e.g., can one person be CEO and Secretary?)
When your co-founders have different ownership or vesting schedules
If you’re using a template and want to be sure it fits your state or cap table
Before issuing any stock to investors or advisors
When your bank asks for board documents you haven’t created yet
Frequently Asked Questions
Q: What are bylaws?
A: Bylaws set your company’s internal governance rules — how board meetings are held, how decisions are made, officer responsibilities, etc.
Q: What’s in a board consent?
A: The initial board consent is a written document that:
Approves your bylaws
Appoints initial officers
Authorizes founder stock issuance
Establishes your fiscal year
Q: Are these just formalities?
A: No. Investors will ask for these during diligence. Banks and payroll providers often require them too. They’re core documents that show your startup is legally operational.