Director Consent Form for the United States

Director Consent Form Template for United States

A Director Consent Form is a legal document used in the United States that formalizes a director candidate's acceptance of their appointment to a company's board of directors. It includes confirmations of eligibility, acknowledgment of duties, and compliance with relevant state and federal laws. The document serves as official evidence of the director's willingness to serve and their understanding of associated responsibilities under U.S. corporate governance requirements.

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What is a Director Consent Form?

The Director Consent Form is a crucial corporate governance document required when appointing new board members in U.S. organizations. It serves multiple purposes: documenting the director's formal acceptance, confirming their qualifications, and acknowledging their understanding of fiduciary duties. The form is particularly important for regulatory compliance, especially for public companies subject to SEC requirements. It typically includes personal information, qualification confirmations, and various acknowledgments of responsibilities and obligations under applicable state and federal laws.

What sections should be included in a Director Consent Form?

1. Director Information: Full legal name, address, contact details, and position being appointed to

2. Consent Declaration: Explicit statement of consent to serve as director of the company

3. Qualification Confirmation: Confirmation that the director meets all legal and company-specific qualification requirements

4. Fiduciary Duties Acknowledgment: Acknowledgment of understanding director's fiduciary duties including duty of care, loyalty, and good faith

5. Signature Block: Space for director's signature, date, and witness signature if required

What sections are optional to include in a Director Consent Form?

1. Committee Appointments: Additional consent to serve on specific board committees (included when director will serve on board committees)

2. Stock Ownership Requirements: Acknowledgment of required stock ownership policies and timeline for compliance (included when company has director stock ownership requirements)

3. Indemnification Acknowledgment: Recognition of company's indemnification provisions and D&O insurance coverage (included when specific indemnification terms apply)

4. Confidentiality Agreement: Specific provisions regarding confidentiality obligations (included when not covered by separate agreement)

What schedules should be included in a Director Consent Form?

1. Schedule A - Board Committee Charters: Copies of relevant committee charters if director is appointed to specific committees

2. Schedule B - Company Bylaws Extract: Relevant sections of company bylaws pertaining to director duties and responsibilities

3. Schedule C - Director Code of Conduct: Company's code of conduct and ethics applicable to directors

4. Schedule D - Indemnification Terms: Detailed terms of director indemnification and D&O insurance coverage

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Consent Form

Cost

Free to use
Industries

Delaware General Corporation Law: Primary corporate law statute for companies incorporated in Delaware, setting forth requirements for director appointments and duties

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate governance standards for public companies, including director responsibilities and financial oversight

Securities Exchange Act 1934: Federal law governing securities trading and establishing requirements for public company directors

Dodd-Frank Act: Federal law implementing financial reforms affecting corporate governance and director responsibilities

Foreign Corrupt Practices Act: Federal law prohibiting bribery of foreign officials, requiring directors to ensure compliance

State Corporate Laws: Specific requirements set by individual states regarding director qualifications, duties, and liabilities

Director Qualifications: Requirements including age, residency, professional qualifications, and independence standards

Fiduciary Duties: Legal obligations including duty of care, duty of loyalty, and duty of good faith

Compliance Declarations: Formal statements regarding conflicts of interest, qualifications, and willingness to serve

Indemnification Provisions: Terms covering director protection, insurance coverage, and liability limitations

Confidentiality Requirements: Obligations regarding protection of company information, trade secrets, and intellectual property

SEC Requirements: Securities and Exchange Commission regulations affecting director appointments and responsibilities for public companies

Stock Exchange Requirements: Listing requirements from exchanges like NYSE or NASDAQ affecting director qualifications and responsibilities

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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