---
title: "Prepare the written consent of a corporation with only one director"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-signed-record-of-a-resolution-for-a-proprietary-company-with/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-18-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare the written consent of a corporation with only one director

> From the decision the lawyer states, prepare a consent for the sole director setting out the action. Do not treat it as effective.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-signed-record-of-a-resolution-for-a-proprietary-company-with/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 decision the lawyer states, prepare a consent for the sole director setting out the action. Do not treat it as effective. |
| What the lawyer must review | The lawyer confirms the corporation has only one director, that the certificate and bylaws do not restrict action without a meeting, and that the director's consent is the consent of all members of the board under § 141(f). The lawyer settles the words and sees that the consent is filed with the minutes after the action is taken. |
| Written for | United States |
| Applies to | [Prepare the signed record of a resolution for a proprietary company with only one director](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-signed-record-of-a-resolution-for-a-proprietary-company-with.md) |

## Checking plan

- What the AI does: From the decision the lawyer states, prepare a consent for the sole director setting out the action. Do not treat it as effective.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Section 141(b) allows a board of one. Section 141(f) then requires that one director's consent, because the consent must be from all members of the board.
- A future effective time cannot be later than 60 days after the instruction, and the consent is revocable before it becomes effective.

## Sources

- [Delaware General Corporation Law, Subchapter IV, including §§ 141(b) and 141(f)](https://delcode.delaware.gov/title8/c001/sc04/index.html) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (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.*