A corporation can have one or many owners. Shareholders will inevitably have to meet from time to time. Shareholders' meetings are required by law (at least once a year) and not just for public companies.
However, shareholders can meet more often than that for an important issue requiring emergency voting. Regardless of the occasion, you must record the minutes of every shareholders' meeting held. This is a written record of everything said and done in such a meeting.
Shareholders' meetings are a necessary formality in all corporations. Everything occurring in the meeting has to be officially documented in the Minutes of Shareholders' Meeting. There are no official guidelines on how to produce this document, however.
It contains all relevant information, and for clarity, it is best to stick to the past tense, or at least no mixing tenses. Sometimes it may be advisable to seek legal help in creating your Minutes of Shareholders' Meeting, such as when you're doing it for the first time.
Depending on your state, the Minutes of Shareholders' Meeting may also be known as:
Shareholders' Meeting Minutes
Minutes of Meeting of Shareholders
Minutes of Special Meeting of the Shareholders
Minutes of General Meeting of Shareholders
Shareholders' Meeting Notes
Shareholders' Meeting Agenda
Every corporation must record the Minutes of Shareholders' Meeting. A shareholders' meeting is an occasion where shareholders get together to discuss things like electing new members of the board, planning business objectives, retaining an accounting firm, and determining executive compensations.
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There are no strict rules to create the Minutes of Shareholders' Meeting, but it's still an endeavor requiring the appropriate skill and experience. As you can imagine, having a template ready can be immensely practical.
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To create your document, please provide:
Corporation details: Legal name of the company, address, and governing state.
Meeting details: The time and location, type of meeting, frequency, and whether it's a call or in-person meeting.
Attendees: The list of all present shareholders at the meeting.
Absentees: The list of all absent shareholders.
Agenda: The list of topics to be discussed in the meeting.
Voting results: The results of all voting exercises.
Signatures: Either the secretary or the chairperson of the meeting will sign the document or both.
Shareholder: A person or entity owning at least one share in a corporation
Board of Directors: A group of people appointed to supervise a corporation and act on behalf of the shareholders
Corporation: A company structure treated as a separate entity in the eye of the law
Chairperson: A person who presides over a formal meeting, most commonly the chairman of the board
Secretary: A person responsible for producing, signing, and distributing the minutes
Agenda: Everything to be discussed in a formal meeting
Motion: A submitted proposal requiring a vote
Status Quo: The existing state without change, usually the result of a tied vote
Bylaws: A set of internal rules adopted by a corporation as it regards its internal management
Dividend: A corporation's distribution of profits to shareholders
The Minutes of Shareholders' Meeting only requires the signature of the corporate secretary. In the absence of the secretary, the chairperson of the meeting may sign the minutes. Like all internal documents, notarization usually is unnecessary, but it can be advisable to involve a third-party witness to the signature.
Having been signed, the Minutes of Shareholders' Meeting is usually filed in the corporation's minute book. Copies of the Minutes of Shareholders' Meeting should also be distributed to shareholders.
A corporation can have any number of shareholders, including one. That might lead some to think that the usual corporate formalities are unnecessary, but that's not the case. Even single-shareholder corporations are required to record Meeting Minutes.
A shareholder's resolution is a non-binding recommendation submitted by shareholders at a corporation’s annual meeting. The resolution is then voted on and, if it passes, it can override any directors' resolution previously adopted. This resolution often comes into play when the shareholders appoint afresh the company's management and replace one or more board members.
The answer is yes, they can. Shareholders don’t have to hold a meeting if they are in agreement as to how to dispose of a resolution. They can thus execute a shareholder’s consent in lieu of meeting. Depending on the company's bylaws, the percentage of shareholders that must sign the consent may vary. Written consent is common in multi-shareholder corporations for its time-saving nature.
The incorporator of a corporation is the individual responsible for setting it up with the state. The person prepares, signs, and files the articles of incorporation and registers the company. In the United States, this is almost always handled by a business formation attorney or law firm, even though an incorporator can be any adult of legal age. At the end of the process, an incorporator would prepare a statement of incorporator to relinquish the role.
The notice of meeting is an official document used by corporations to inform directors and shareholders about an important meeting taking place. For one, this notice is used for the annual meeting where all board members and shareholders are to attend. Failure to properly issue this notice may void the meeting.
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