What is an Incorporators Statement?

A written record of the incorporators’ actions at formation, documenting decisions such as adopting bylaws, electing directors, and approving stock authorization. It complements Articles of Incorporation and is kept in the corporate minute book or filed if required by the state.

Incorporators listed on the form must sign. If an incorporator is an entity, an authorized officer signs. Legal counsel often certifies accuracy but does not substitute for the incorporator signature.

Does it need notarization?

Notarization depends on state practice. Some states accept an unsigned internal statement; others require notarized signatures or witness acknowledgement. Verify with the state Secretary of State or statute.

Can it be signed electronically?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.

How do I fix mistakes after signing?

If minor, prepare an amended incorporators statement with a clear amendment date and signatures. For material errors, consult legal counsel before submitting any corrected or replacement documents to state authorities.

Where should I keep the final form?

Retain the executed statement in the corporate minute book and with formation records. Provide certified copies to banks or third parties as requested; do not send originals unless required.

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Legal
Incorporators Statement Form

Incorporators Statement Form

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INCORPORATORS STATEMENT

Corporation Name: ; State of Incorporation: ; Intended Effective Date: . The undersigned incorporators, being natural persons of full age and competent to act, execute and deliver this Incorporators Statement for the purpose of forming a corporation under the laws of the State specified above and for the purposes set forth below.

RECITALS

WHEREAS, the incorporators desire to form a corporation to engage in lawful business and to set forth certain determinations required at formation; and

WHEREAS, the incorporators have agreed the corporation shall have the corporate name and initial capital structure set forth herein and shall adopt initial bylaws and appoint initial directors as provided below; and

WHEREAS, the incorporators intend that this Incorporators Statement constitute the initial public and internal record of the corporation's formation and the incorporators' actions to effect formation.

NOW, THEREFORE

In consideration of the foregoing recitals and in furtherance of forming the corporation, the incorporators hereby adopt the following statements, determinations and certifications.

1. NAME AND DURATION

1.1 Corporate Name. The name of the corporation is: .

1.2 Duration. The corporation shall have perpetual existence unless a limited duration is specified: .

2. REGISTERED AGENT AND OFFICE

Registered Agent Name Registered Office Address

3. PURPOSE

General Business Purpose

4. AUTHORIZED CAPITAL

4.1 Authorized Shares. The total number of shares the corporation is authorized to issue is shares.

4.2 Classes and Par Value. The corporation is authorized to issue shares of the following classes and par values: . Any issuance of shares shall be subject to the corporation's articles and applicable law.

5. INITIAL DIRECTORS

Director 1 — Name and Address Director 2 — Name and Address Director 3 — Name and Address (optional)

6. INCORPORATORS' POWERS

6.1 The incorporators hereby authorize and direct the execution and delivery of the articles of incorporation and all documents necessary to effect the formation of the corporation. The incorporators shall have the power to take all actions necessary or convenient to carry out the purposes of this Statement, including the adoption of initial bylaws, the appointment of initial officers and directors, and the execution of agreements on behalf of the corporation until the first meeting of the board of directors.

6.2 The incorporators certify that all statements contained in any articles of incorporation executed pursuant to this Statement are true and correct to the best of their knowledge and belief and that the incorporators will deliver any required documents, instruments and fees to the appropriate filing authority as required by law.

7. ADOPTION OF BYLAWS

The incorporators hereby adopt the initial bylaws of the corporation in the form presented to them. The initial bylaws may be amended or repealed by the board of directors in accordance with the bylaws and applicable law.

8. EFFECTIVE DATE

This Incorporators Statement shall become effective on the filing of the articles of incorporation with the appropriate filing office or on the date specified in the articles of incorporation, whichever is later. Effective date if different from filing: .

9. NOTICES

Notices to Corporation — Address Notices to Incorporators — Primary Contact

10. AMENDMENTS AND WAIVER

Any amendment to this Incorporators Statement shall be effective only if in writing and signed by all incorporators then holding an interest in the formation of the corporation. No failure or delay by any incorporator to exercise any right shall operate as a waiver of that right.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Incorporators Statement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. This Statement constitutes the entire agreement among the incorporators with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Statement is held invalid or unenforceable, such invalidity shall not affect the remaining provisions which shall continue in full force and effect.

12. REPRESENTATIONS AND CERTIFICATIONS

Each incorporator represents and warrants that he or she has full authority to execute this Incorporators Statement and that all information provided herein is true and correct. Each incorporator further certifies that funds, property or other consideration delivered in exchange for any initial issuance of shares have been or will be received in accordance with applicable law.

ADDITIONAL INFORMATION

Notes or Attachments (e.g., initial bylaws, stock issuance instructions)

Incorporator 1 — Printed Name:

By (Signature):

Date:

Incorporator 2 — Printed Name:

By (Signature):

Date:

What the Incorporators Statement Form Is and when it’s used

An Incorporators Statement Form is a formation document completed by the incorporators when creating a corporation. It records core formation facts such as the corporation name, state of incorporation, effective date, initial board appointments, and authorized stock issuance. The form is often prepared alongside Articles of Incorporation or Articles of Organization and serves as internal evidence of the incorporators’ actions to adopt bylaws, elect directors, and authorize initial corporate acts. States vary on whether a separate incorporators statement must be filed with the Secretary of State or kept in corporate records.

Why an Incorporators Statement matters for corporate setup

The statement documents founders’ formal decisions at formation, creates a clear administrative record, and helps satisfy banks, regulators, and early investors when verifying authority.

Who typically prepares and signs this form

Even when a third party prepares the form, incorporators must confirm accuracy before signing and filing.

Founders and incorporators: Complete and sign the statement to document initial corporate actions and authority.
Corporate attorneys and paralegals: Draft language, ensure compliance with state rules, and attach bylaws or resolutions.
Registered agents and service providers: Receive certified copies, file companion documents, and maintain corporate records.

Step-by-step: completing the Incorporators Statement Form

Follow these sequential steps to prepare a correct and file-ready statement.

01

Collect information: Gather legal entity name, incorporation state, incorporator names, and stock details.
02

Complete fields: Enter required data clearly; use full legal names and MM/DD/YYYY dates.
03

Sign and authenticate: Have incorporators sign; notarize or witness if the state requires it.
04

File and retain: File with the appropriate office or keep in the corporate minute book per state rules.

Frequently asked questions and quick answers

Common incorporation questions and practical answers to avoid filing delays and compliance problems.

Need help? Contact support

What is an Incorporators Statement?
A written record of the incorporators’ actions at formation, documenting decisions such as adopting bylaws, electing directors, and approving stock authorization. It complements Articles of Incorporation and is kept in the corporate minute book or filed if required by the state.
Who must sign it?
Incorporators listed on the form must sign. If an incorporator is an entity, an authorized officer signs. Legal counsel often certifies accuracy but does not substitute for the incorporator signature.
Does it need notarization?
Notarization depends on state practice. Some states accept an unsigned internal statement; others require notarized signatures or witness acknowledgement. Verify with the state Secretary of State or statute.
Can it be signed electronically?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.
How do I fix mistakes after signing?
If minor, prepare an amended incorporators statement with a clear amendment date and signatures. For material errors, consult legal counsel before submitting any corrected or replacement documents to state authorities.
Where should I keep the final form?
Retain the executed statement in the corporate minute book and with formation records. Provide certified copies to banks or third parties as requested; do not send originals unless required.

Core elements every professional Incorporators Statement includes

A complete statement contains specific sections that establish governance, authority, and capitalization.

Declarant details

Identifies each incorporator by full legal name and address, establishing who executed the formation actions on behalf of the new corporation.

Entity identification

Records the corporation’s legal name, chosen corporate designator, and the state where articles are filed to avoid future naming disputes.

Effective date

Specifies the effective date of the incorporators’ actions, which affects deadlines for filings, tax elections, and statute-of-limitations considerations.

Board appointments

Documents initial director elections and any temporary appointments, clarifying governance until the first shareholder meeting.

Stock authorization

Sets out authorized share classes, number of shares, and par values to establish the corporation’s initial capitalization framework.

Signature block

Contains incorporator signatures, dates, and notarization or witness lines where required by the jurisdiction for record admissibility.

Security and compliance controls to protect formation records

Encryption in transit: TLS 1.2/1.3

Encryption at rest: AES-256

Audit trail: Timestamped action log

Authentication: Email, SMS, or advanced 2FA

Regulatory scope: ESIGN, UETA compliance

BAA availability: HIPAA BAA on request

Key risks and consequences of an incorrect statement

Filing rejection: State may refuse or delay acceptance

Bank delays: Unable to open corporate accounts

Personal exposure: Founders risk liability if authority unclear

Tax issues: Wrong classification or delayed EIN

Notary failures: Invalid if notarization incomplete

Record gaps: Problems at audit or due diligence

Typical workflow for preparing and filing the statement

A concise four-step flow from document creation to filing and recordkeeping.

Prepare document: Draft using accurate legal names and stock details.
Place signature fields: Add signature and date spots for each incorporator.
Authenticate signatures: Obtain notarization or use compliant eSignature methods.
File or store: File with state if required; retain executed copy.

Recommended configuration options for digital completion and routing

Use these settings to configure an online workflow that reduces errors and maintains auditability.

Field	Configuration
Signature type	Allow eSignature or require notarized signature depending on state
Authentication	Use email verification or SMS code for signer attribution
Template reuse	Save completed layout as a reusable template for future incorporations
Audit retention	Enable full audit trail storage and PDF certificate generation

Technical considerations for eSigning and eSubmission

Platforms that provide audit trails, tamper-evident PDFs, and configurable authentication simplify proof of execution for banks and regulators.

Integrations: Salesforce, NetSuite, Microsoft 365
File formats: PDF, DOCX compatible
Authentication modes: Email, SMS code, KBA optional

Typical timelines to complete after incorporation

Timelines can vary by state; use these practical benchmarks immediately after formation.

File or record promptly:

Prepare the incorporators statement at formation or immediately after the articles are filed.

Obtain EIN:

Apply for an EIN from the IRS as soon as the entity exists to enable banking and payroll.

Initial board meeting:

Hold the first board meeting within days to adopt bylaws and approve officers.

State initial reports:

File any required initial or annual report within the state filing window, often 30–120 days.

Document retention:

Place the executed statement in the corporate minute book immediately and store securely.

Illustrative examples from real customers using digital workflows

Two anonymized use examples show how digital signing reduces turnaround and secures formation records.

Optica Ventures LLC

The team needed quick execution across remote founders

They used a shared template to standardize fields
The result was a single, auditable PDF that satisfied their bank and simplified board documentation while preserving signatures and timestamps.

Martin Properties

A small real estate sponsor required notarized incorporator statements across multiple deals

They centralized templates and authentication
This reduced administrative lag, kept consistent recordkeeping, and allowed timely property closings without in-person meetings.

Practical tips for accurate and efficient completion

Adopt these practices to reduce errors and speed acceptance by banks and regulators.

Use exact legal names

Always use the full legal entity and person names as recorded on government IDs and formation filings to avoid mismatches during bank onboarding or regulatory review.

Standardize templates

Create and reuse a vetted template to avoid omissions; include optional fields for state-specific notarization or witness lines where needed.

Capture audit data

When using eSign, ensure the platform stores IP, timestamp, and signer attribution to support enforceability and due diligence.

Verify state rules

Confirm notarization, witness, and filing requirements with the Secretary of State before finalizing the document to prevent rejection.

eSignature vendor comparison for signing and managing formation documents

Representative plans and feature availability for common eSignature providers. signNow is listed first per comparison convention.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

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