Consent to Act as Director and/or Officer

A Consent to be Director and Officer is used to verify that a director or an officer has accepted a relevant position and that they are qualified to perform the associated duties.

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If you own a small business and need to appoint a director or an officer, you don't have to provide formal proof to do that in the first place. If the person agrees to accept the position, they can start at the beginning of the contract.However, for the appointment of high-ranking directors and executive officers, you may choose to use the corresponding paperwork. That is where the Consent to be Director and Officer becomes relevant.

The purpose of the Consent to be Director and Officer is to provide an evidence paper trail of the person who has agreed to act as a director and officer. This document also ensures the person's qualifications to serve in the position offered.

You can consider this document a mere formality in practice, but it's still imperative to have it in your company's records. Not having this consent form can lead to the appointment of the director or officer to be rejected. It could also lead to an accusation of wrongful appointment.

Depending on your state, a Consent to be Director and Officer may also be known as:

Consent to Act as Director and Officer
Consent to Act as Corporate Officer
Consent to Being Named as Prospective Director and Officer

The main reason corporations need this document is to decrease any accusations of not following corporate protocols. Both public and private corporations need to jump through the hoops of corporate formalities, such as a Consent to be Director and Officer.

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To create your document, please provide:

Corporation information: The legal name of the corporation and the state of incorporation
Date: The date when the form is created
Director or Officer information: The legal name of the person signing the document and their position in the company

Consent: A written acceptance or approval of a specific action
Director: A person responsible for the management and compliance of a business
Officer: A person responsible for the daily operations of a business
Shareholders: A person or entity owning shares in a company
Board of Directors: A group of people appointed to act on behalf of the shareholders concerning the corporation's management and oversight
Chairperson: The chairman of the board who leads board meetings
Corporate bylaws: A set of internal rules of the company designed for better management
Resolution: A decision or action decided on during an official company meeting
Meeting Minutes: A written record of everything happening during an official meeting

As an official corporation internal document, the Consent to be Director and Officer is usually handled by its secretary. Alternatively, it could be directed by the chairperson of the board. You typically don't need to notarize the consent, but you'd have to do so if required by the company's bylaws.

Once the director and officer sign the document, it's filed together with other vital records such as the Meeting Minutes and Corporate Resolution. It's always essential to have a physical and digital copy of the document if the appointment ever comes into question.

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Frequently Asked Questions

What are the articles of incorporation?

The articles of incorporation refer to a set of official documents that the incorporator files with the state to establish a corporation. These documents contain relevant details such as the company’s proposed name, official address, and the type and number of shares to be issued. Other terms for Articles of Incorporation are “corporate charter” and “certificate of incorporation.”

Is there a limit to how many members can be on a board of directors?

Not exactly. A corporation is free to set the size of the board according to the relevant rules in the bylaws. However, the average range is between 3 and 31 members, which may or may not depend on the company's size. For what it’s worth, certain studies concluded that the ideal number of board members is seven for most companies.

What is the corporate hierarchy?

In the context of a corporation, the hierarchy is set according to power, job function, and status. All companies have their own hierarchy as to how a particular company is governed. The corporate hierarchy is a chain of command and decision-making. Your position in the hierarchy may also dictate the duties, dividends, and perks.

What is the difference between a chairperson and a CEO?

The chairperson of the board supervises the actions of the board, which is outside of the purview of the chief executive officer or CEO, unless the CEO is also the chairperson of the board, which is not uncommon in small mom and pop companies and highly acclaimed and trusted CEOs of larger corporations.

What is the nomination committee?

A corporation’s nomination committee exists to evaluate candidates for the board of directors. Preferably, this committee is uniquely qualified to assess all the necessary characteristics of a good board member. It's not uncommon that the committee members include the chairperson of the board, the CEO, and other major executives of the company.

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Consent to Act as Director and/or Officer