Complete the handoff from incorporator to the first board

Open the accepted certificate of incorporation and determine whether it names the initial directors. For a Delaware corporation that does not name them there, section 107 assigns organizational powers to the incorporator until directors are elected. The person who placed the formation order should obtain the actual appointment record rather than assume the founders automatically became directors.

Create an initial roster showing the proposed directors, their appointment evidence and the effective date. If a formation-service employee acted as incorporator, ask the service for the executed organizational action and any related documents it holds. A purchase receipt for the filing package does not establish the first board.

Section 108 describes the organizational meeting and distinguishes actions by incorporators from those by directors named in the certificate. It also permits qualifying action without a meeting through the required consents. Ask counsel to identify which sequence the company's documents use and whether all necessary participants executed it.

Make a document list tied to that sequence: accepted certificate, incorporator action where applicable, adopted bylaws and initial board action. Show which document establishes each person's role. Combining these items in one folder is useful, but the folder title should not erase who acted in which capacity.

List the actions the new board is expected to approve, such as appointing officers or authorizing initial agreements. Give counsel the proposed documents and the timing. If a transaction was signed before the appointment evidence is complete, preserve the facts and ask what further action is appropriate.

Verify the final names and dates across the organizational documents. A director described as serving at a meeting should have appointment evidence that supports that timing. Keep pending appointments visibly pending. Do not fill a gap by adding a director's name to a previously executed consent.

If the incorporator cannot be reached, document the attempts and identify whom the incorporator acted for. Delaware section 108(d) provides a specified route when an incorporator is unavailable, with statements that must accompany the substitute action. Have counsel determine whether the facts fit that route and prepare the required record.

An unavailable service employee is therefore a reason to investigate the legal sequence, not to copy that person's signature or substitute another name in the original document. Keep the original provider correspondence available to support counsel's assessment.

The completed packet should identify the serving board and show the executed path by which it took office. Store it with the adopted governing documents and the first board approvals. Give the responsible officer access to the originals and an index that distinguishes drafts from executed records.

Ask the provider to confirm which organizational tasks remain outside its scope. Assign those items individually, with the missing evidence stated. The handoff is complete when the company can substantiate its initial governance sequence and retrieve the records without depending on the incorporator's personal inbox.