Build the signing and authority pack for a corporation
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Assemble the bylaw clauses on officers, any board resolution appointing officers, and the list of offices the client gives, and flag a missing bylaw clause or a missing resolution. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- What the lawyer must review
- Delaware General Corporation Law § 142: every corporation shall have the officers, with the titles and duties, stated in the bylaws or in a board resolution that is not inconsistent with the bylaws, and as are necessary to enable it to sign instruments and stock certificates which comply with §§ 103(a)(2) and 158. One officer records the proceedings of stockholder and director meetings. Any number of offices may be held by the same person unless the certificate of incorporation or the bylaws otherwise provide. You open §§ 103(a)(2) and 158 before a certificate about stock or a filed instrument is signed. You decide who has authority. Model Rule 1.6: do not put the bylaws into a public tool. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording and identifying points for review. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.
Forms and precedents for this task
| Form or precedent | Kind | AI use | Summary |
|---|---|---|---|
| Delaware board action by unanimous written consent | Other | AI use Yellow | Unanimous written consent for the board of a Delaware corporation, under DGCL § 141(f). |
Signed-in accounts can read the full text of each one. All precedents.