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An Introduction to the Law of Corporations: Cases and Materials
Resource 2 . 2 . 6
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DGCL Sec. 107 - Powers of Incorporators

Brian JM Quinn

Corporations can not incorporate themselves. The parties who incorporate a business are known as "incorporators" or "promoters". An incorporator need not be a person. An incorporator may also be another corporation.  

Typically, the incorporator names the initial board of directors of the corporation immediately as part of the incorporation process, but if not, the incorporator has plenary power to manage the corporation until such time as the incorporator appoints the initial board of directors. 

TITLE 8

Corporations

CHAPTER 1. GENERAL CORPORATION LAW

Subchapter I. Formation

§ 107. Powers of incorporators.

If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.

8 Del. C. 1953, § 107; 56 Del. Laws, c. 50.;

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