Director Declaration Form for the United States

Director Declaration Form Template for United States

A Director Declaration Form is a formal document used in the United States to gather essential information about individuals serving or being appointed as directors of a company. The form ensures compliance with federal regulations including the Sarbanes-Oxley Act, SEC requirements, and state corporate laws. It captures declarations about independence, conflicts of interest, qualifications, and other directorships, serving as a key corporate governance document.

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What is a Director Declaration Form?

The Director Declaration Form is a crucial corporate governance document required under U.S. federal and state laws. It is typically used during director appointments and annual compliance reviews. The form includes comprehensive declarations about a director's independence, qualifications, conflicts of interest, and other board commitments. It helps companies maintain compliance with SEC regulations, stock exchange listing requirements, and state corporate laws while ensuring transparent board governance.

What sections should be included in a Director Declaration Form?

1. Personal Information: Basic details including full name, address, date of birth, and contact information

2. Professional Qualifications: Educational background, professional certifications, and relevant experience

3. Independence Declaration: Statement confirming director's independence as per relevant regulations

4. Conflicts of Interest: Disclosure of any existing or potential conflicts of interest

5. Other Directorships: List of other board positions held currently or in the past 5 years

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

1. Share Ownership Declaration: Details of company shares owned directly or indirectly - required for public companies or when required by corporate governance

2. Related Party Transactions: Declaration of any business dealings with the company - required when director has business relationships with the company

3. Committee Preferences: Indication of board committees the director wishes to serve on - applicable when company has multiple board committees

What schedules should be included in a Director Declaration Form?

1. Schedule A - Definition of Independence: Detailed criteria for director independence as per applicable regulations

2. Schedule B - Code of Conduct: Company's code of conduct and ethics policies

3. Schedule C - Board Charter: Overview of board responsibilities and governance framework

4. Appendix 1 - Consent to Act: Formal consent to act as director of the company

5. Appendix 2 - Background Check Authorization: Authorization for company to conduct background checks

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

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Board Director
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Corporate Governance Officer
General Counsel
Compliance Officer

Industries

Securities Exchange Act 1934: Federal law governing securities trading and establishing SEC requirements for public companies, including director disclosures and reporting obligations

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate governance standards, including director responsibilities, financial disclosure requirements, and internal controls

Dodd-Frank Act: Comprehensive financial reform law affecting corporate governance, executive compensation, and disclosure requirements for public companies

Foreign Corrupt Practices Act: Anti-corruption legislation requiring directors to ensure compliance with anti-bribery provisions and maintain accurate books and records

Delaware General Corporation Law: State law governing corporate operations in Delaware, including director duties, rights, and responsibilities (relevant if company is Delaware-incorporated)

State Corporation Laws: Relevant state-specific laws governing corporate operations, director duties, and corporate governance in the state of incorporation

Stock Exchange Requirements: NYSE/NASDAQ listing requirements including director independence standards, committee composition, and corporate governance guidelines

Internal Revenue Code: Federal tax laws affecting director compensation reporting and tax implications of director benefits

SEC Disclosure Requirements: Federal requirements for director-related disclosures in Form 10-K, proxy statements, and other SEC filings

Director Independence Requirements: Regulatory standards defining director independence, including relationships that may compromise independence

Conflict of Interest Provisions: Requirements for disclosure and handling of potential conflicts between director's personal interests and company duties

Related Party Transaction Rules: Regulations governing disclosure and approval of transactions between the company and directors or their related entities

Board Composition Requirements: Rules regarding board structure, diversity requirements, and committee composition mandated by various regulations

Criminal History Requirements: Mandatory disclosures regarding any criminal history, regulatory sanctions, or bankruptcy proceedings involving the director

Professional Qualification Standards: Requirements regarding director qualifications, expertise, and professional background disclosures

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Online Declaration

A legally binding digital statement of facts under US law, compliant with federal e-signature regulations.

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What is a Director Declaration Form?

What sections should be included in a Director Declaration Form?

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

What schedules should be included in a Director Declaration Form?

Authors

Alex Denne

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