Delaware Annual Stockholders Meeting Minutes & Consent Package
Satisfy mandatory annual corporate secretary obligations under Delaware law. Generate formal Stockholder Consents electing the Board of Directors and Board Organizational Consents appointing executive officers.
Mandatory Annual Stockholders Action Under 8 Del. C. § 211 & § 228
Delaware General Corporation Law requires corporations to hold an annual meeting of stockholders to elect directors. Under 8 Del. C. § 228, early-stage and venture-backed startups fulfill this requirement through a Unanimous Written Consent, eliminating formal meeting notices while maintaining the corporate veil.
Corporate Parameters
DGCL Title 8Under 8 Del. C. § 211(c), if a Delaware corporation fails to hold an annual meeting or execute written consents for 13 months, any stockholder may petition the Court of Chancery to summarily order an election.
ACTION BY UNANIMOUS WRITTEN CONSENT OF THE STOCKHOLDERS OF APEX ROBOTICS INC. IN LIEU OF THE ANNUAL MEETING OF STOCKHOLDERS Pursuant to Section 228 and Section 211 of the Delaware General Corporation Law (8 Del. C. § 228, § 211) and the Bylaws of Apex Robotics Inc. (the "Corporation"), the undersigned stockholders, holding 100% of the voting power of the outstanding capital stock of the Corporation, hereby waive the calling and holding of an annual meeting of stockholders and adopt the following recitals and resolutions by unanimous written consent: 1. ELECTION OF DIRECTORS WHEREAS, Section 211 of the Delaware General Corporation Law provides that directors of the Corporation shall be elected at each annual meeting of stockholders; and WHEREAS, the undersigned stockholders desire to elect the individuals named below to serve as the Board of Directors of the Corporation until the next annual meeting of stockholders or until their respective successors are duly elected and qualified; NOW, THEREFORE, BE IT RESOLVED: That the following individuals are hereby elected as the sole members of the Board of Directors of the Corporation, to serve until their successors are duly elected and qualified, or until their earlier resignation or removal: - Jane Founder - Alex Mercer 2. RATIFICATION OF PAST ACTS RESOLVED FURTHER: That all acts, transactions, contracts, and proceedings taken or executed by the officers and directors of the Corporation on behalf of the Corporation since the date of incorporation or the last annual meeting are hereby approved, ratified, and confirmed in all respects. 3. OMNIBUS FILING AUTHORITY RESOLVED FURTHER: That the officers and directors of the Corporation are hereby authorized and directed, in the name and on behalf of the Corporation, to execute and deliver all such documents, filings, franchise tax payments, and certificates as may be necessary or advisable to maintain the Corporation in good standing under the laws of the State of Delaware. Dated as of: 2026-09-26 STOCKHOLDERS: _______________________________________________ Jane Founder (5,000,000 Shares) _______________________________________________ Alex Mercer (3,000,000 Shares)
Does a Delaware corporation have to hold an annual meeting?
Yes, unless directors are elected by stockholder written consent in lieu of the meeting. 8 Del. C. § 211(b) requires an annual meeting to elect directors, and under § 211(c) a stockholder or director can ask the Court of Chancery to order one if none is held for 13 months.
Most startups meet the requirement with an annual unanimous written consent of stockholders electing the board, which is signed and filed in the minute book.
Can stockholders act by written consent instead of meeting?
Yes. Unless the certificate of incorporation says otherwise, 8 Del. C. § 228 lets stockholders act by written consent signed by holders of at least the number of votes needed to take the action at a meeting. Stockholders who did not sign must be given prompt notice.
A less-than-unanimous written consent can replace the annual meeting for electing directors only in limited cases under § 211(b), so unanimous consent is the simple path for closely held startups.
What should the annual consents cover?
Typically: electing the board (stockholders), and appointing officers, ratifying the past year’s stock and option grants, approving the budget, and authorizing the franchise tax filing (board). The board can act by unanimous written consent under 8 Del. C. § 141(f).
Keeping these records current matters in due diligence and helps show the corporation is operated as a separate entity from its founders.