Y Combinator Series AA Stockholder Consent

Note: These documents are from http://ycombinator.com/seriesaa.html and include the following disclaimer (from that site): Y Combinator and Wilson Sonsini Goodrich & Rosati are happy to announce the Series AA Equity Financing Documents. Their goal is to make angel funding rounds for startups easier for both sides. These documents were originally created for YC-funded startups to use when raising angel rounds. They seem to have worked well in tria... show more

This Action by Written Consent of Stockholders and all of the Series AA financing documents on this website have been prepared by Wilson Sonsini Goodrich & Rosati for informational purposes only and do not constitute advertising, a solicitation, or legal advice. Transmission of such materials and information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. Internet subscribers and online readers should not rely upon this information for any purpose without seeking legal advice from a licensed attorney in the reader’s state. The information contained in this website is provided only as general information and may or may not reflect the most current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or complete. Wilson Sonsini Goodrich & Rosati expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this website. Further, Wilson Sonsini Goodrich & Rosati does not necessarily endorse, and is not responsible for, any third-party content that may be accessed through this website.


 Action By Written Consent of STOCKHOLDERS

 In accordance with Section 228 of the Delaware General Corporation Law and the Bylaws of [Company name], a Delaware corporation (the “Company”), the undersigned stockholders of the Company hereby take the following actions and adopt the following resolutions:

Authorization of amended and restated Certificate of Incorporation

RESOLVED: That the Certificate of Incorporation of the Company be amended and restated in its entirety to (i) increase the authorized number of shares of Common Stock from [________] shares to [_______] shares, (ii) create a new class of stock, designated Preferred Stock, consisting of [_______] shares, which are all to be designated Series AA Preferred Stock, (iii) establish the rights, preferences, privileges and restrictions of the Common Stock and the Series AA Preferred Stock and (iv) make certain other changes, as set forth in the Amended and Restated Certificate of Incorporation substantially in the form attached hereto as Exhibit A (the “Amended Certificate”).

RESOLVED FURTHER:  That the Company’s Certificate of Incorporation as currently in effect be amended and restated to read as set forth in the Amended Certificate.

RESOLVED FURTHER:  That the appropriate officers of the Company are hereby authorized and directed to execute the Amended Certificate and take all such action as such officers deem necessary or desirable to file the Amended Certificate with the Delaware Secretary of State and to cause the Amended Certificate to become effective.

Omnibus resolutions

RESOLVED: That the proper officers of the Company be, and each individually is, hereby authorized and directed to do and perform any and all such acts, including the execution, delivery and filing of any and all instruments, documents and certificates, as such officers deem necessary or advisable, to carry out and perform the purposes and intent of the foregoing resolutions.

RESOLVED FURTHER: That any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of the Company.

IN WITNESS WHEREOF, by executing this Action by Written Consent of Stockholders, each undersigned stockholder is giving written consent with respect to all shares of the Company’s capital stock held by such stockholder in favor of the above resolutions. This Action by Written Consent of Stockholders may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Any copy, facsimile or other reliable reproduction of this action may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction be a complete reproduction of the entire original writing.




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Amended & Restated Certificate of Incorporation


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