Governance is the record of who approved what, and investors read it closely before they wire money. We handle board and stockholder consents, charter amendments and board composition so that decisions are properly authorized. Governance cleanup is billed as a flat fee that we quote before starting.
At a glance
- Practice
- Venture & Corporate
- Pricing
- Flat fee, quoted before we start
- Included
- 6 deliverables
- Process
- 3 steps, one named attorney
- Where we work
- Slack, email or a call
When founders call us
The moments that usually bring a company to us for this work.
- 01
You realize nobody has signed a board consent since the company was formed.
- 02
A new investor is joining the board and you need to set seat rights and meeting cadence.
- 03
You need to increase the authorized share count before issuing more options or closing a round.
- 04
A founder is stepping back from the board and the other directors need to document it correctly.
What you get
Scoped in writing before we start. One flat fee for all of it.
- Review of your charter, bylaws and existing consents with a list of gaps
- Board and stockholder written consents for pending decisions
- Ratification consents for past actions that were never formally approved
- Charter amendments prepared and filed with Delaware
- Board composition and seat-designation terms aligned with your investor documents
- Templates for board meeting minutes and an annual approval calendar
How it works
- 1
Records review
We read your formation documents, financing agreements and past approvals to map what has and has not been authorized.
- 2
Clean-up and drafting
We draft the consents, ratifications and amendments needed to bring the record current and explain what each one does.
- 3
Signatures and filing
We collect e-signatures from directors and stockholders and file anything that must go to the Delaware Secretary of State.
Mistakes we help you avoid
The ones we see most often, and catch before they cost you.
- Avoided
Granting options or issuing shares without board approval, which can require ratification under Delaware Section 204.
- Avoided
Letting authorized shares run out so a grant or conversion technically exceeds what the charter allows.
- Avoided
Agreeing to board seats or protective provisions in a side conversation that conflict with the signed financing documents.
- Avoided
Skipping the annual Delaware franchise tax report, which can put the company out of good standing.
Corporate Governance: questions founders ask
Yes. A Delaware corporation must have a board, even if it is only one or two founders. The board approves stock issuances, option grants, officer appointments and major contracts. Keeping those approvals in writing is what makes the cap table defensible.
Delaware law provides ways to ratify defective corporate acts, most often through Section 204. The process usually involves board and sometimes stockholder approval and, in some cases, a filing with the state. The right approach depends on what was missed and when, and option grants also raise tax and 409A questions.
There is no fixed legal requirement, and many seed-stage companies act by written consent. Once you have outside investors on the board, quarterly meetings are common. Your financing documents may also set expectations around meetings and information rights.
The charter, or certificate of incorporation, is filed with the state and sets out share classes, authorized shares and investor rights. The bylaws are internal rules for how the board and stockholders act, such as notice and quorum. Changing the charter generally requires a stockholder vote and a state filing.
Get a flat-fee quote for Corporate Governance.
A short call with an attorney. You leave with a written scope and one fixed price.
Book a call