Under Delaware corporate law, a corporation may have a minimum of one director.
Section 141(b) of the Delaware General Corporation Law states that a corporation’s board of directors consists of one or more natural persons. The corporation’s bylaws generally determine the number of directors, unless the certificate of incorporation fixes that number. Thus, Delaware law permits a single-director board rather than requiring three or more directors.
A one-person board can be useful for a closely held corporation or a company with a sole owner. It does not eliminate the board’s legal role: the director still exercises the board’s authority subject to the Delaware General Corporation Law, the corporation’s governing documents, and fiduciary duties such as care and loyalty.
The minimum number of directors is different from the number of shareholders, officers, or incorporators. Those roles can overlap in a small corporation, but they are legally distinct. Delaware corporations may choose to have more directors for governance, independence, committee work, or investor expectations; the statutory minimum is simply one.