---
title: "Check the minimum number of directors and any residence qualification"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/check-the-minimum-number-of-directors-and-where-they-ordinarily-reside/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-14-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check the minimum number of directors and any residence qualification

> From the stock records and the residence details the lawyer supplies, count the directors and list any residence the certificate or bylaws require. Do not decide that the count is met.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/check-the-minimum-number-of-directors-and-where-they-ordinarily-reside/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the stock records and the residence details the lawyer supplies, count the directors and list any residence the certificate or bylaws require. Do not decide that the count is met. |
| What the lawyer must review | The lawyer applies § 141(b): the board shall consist of one or more members, each a natural person. The number is fixed by, or in the manner provided in, the bylaws, unless the certificate fixes the number, in which case a change is made only by amending the certificate. The certificate or bylaws may prescribe other qualifications. The section does not require a director to reside in the United States or in Delaware. |
| Written for | United States |
| Applies to | [Check the minimum number of directors and where they ordinarily reside](https://ailawframework.com/practice/commercial-and-corporate-advisory/check-the-minimum-number-of-directors-and-where-they-ordinarily-reside.md) |

## Checking plan

- What the AI does: From the stock records and the residence details the lawyer supplies, count the directors and list any residence the certificate or bylaws require. Do not decide that the count is met.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Do not apply an Australian resident-director count. Section 141(b) has no residence test.
- If the certificate fixes the number, a bylaw cannot change it. The lawyer reads both documents.

## Sources

- [Delaware General Corporation Law, Subchapter IV, including § 141(b)](https://delcode.delaware.gov/title8/c001/sc04/index.html) (checked 2026-10-22)
- [ABA Model Rule 1.1, Comment 8](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/comment_on_rule_1_1/) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*