---
title: "Check that the board consists of one or more natural persons"
url: "https://ailawframework.com/practice/in-house-general-counsel/check-a-company-has-the-minimum-number-of-directors/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A40-PE20261022-24-US"
practice_area: "In-House / General Counsel"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check that the board consists of one or more natural persons

> List the number of directors the certificate or the bylaws fix, and whether each is a natural person. Do not apply a residence test.

Canonical page: https://ailawframework.com/practice/in-house-general-counsel/check-a-company-has-the-minimum-number-of-directors/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [In-House / General Counsel](https://ailawframework.com/practice/in-house-general-counsel.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | List the number of directors the certificate or the bylaws fix, and whether each is a natural person. Do not apply a residence test. |
| What the lawyer must review | You decide whether the board meets § 141(b). The board of directors of a Delaware corporation shall consist of one or more members, each of whom shall be a natural person. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number, in which case a change in the number shall be made only by amendment of the certificate. Directors need not be stockholders unless the certificate of incorporation or the bylaws so require. The certificate or bylaws may prescribe other qualifications. Each director holds office until a successor is elected and qualified or until earlier resignation or removal. Section 211(b) is the annual meeting at which directors are elected, on a date and at a time designated by or in the manner provided in the bylaws, unless directors are elected by written consent in lieu of that meeting as § 211(b) permits. These pages do not set a different minimum for a closely held company and a public company, and they do not require a director to live in any particular place. The tool does not amend the certificate or the bylaws. |
| Written for | United States |
| Applies to | [Check a company has the minimum number of directors](https://ailawframework.com/practice/in-house-general-counsel/check-a-company-has-the-minimum-number-of-directors.md) |

## Checking plan

- What the AI does: List the number of directors the certificate or the bylaws fix, and whether each is a natural person. Do not apply a residence test.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- One or more is the statutory floor. The certificate or the bylaws can fix a higher number.
- This is Delaware. A corporation formed in another state uses that state's board rule.

## Sources

- [Delaware General Corporation Law, Subchapter IV, including § 141](https://delcode.delaware.gov/title8/c001/sc04/) (checked 2026-10-22)
- [Delaware General Corporation Law, Subchapter VII, including § 211](https://delcode.delaware.gov/title8/c001/sc07/) (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.*