When I sent out the e-mail, I had a surprising amount of questions regarding the requirement for the records for the annual meeting minutes. Depending on the size of your organization there may be a small board consisting of a president, secretary and treasurer, or, if it is an “S” corporation, it might have only one shareholder: you. Included in your Corporate Record book should be a template for the basics of the minutes, but I also recommend that you record the important business decisions made each year in the annual meeting minutes. I also include my goals and business plan for the year. The form for the annual minutes includes the date and location of your meeting, who in the company attended, and a summary of your company actions throughout the last fiscal year.
Basic Requirements
Illinois as with all states require that corporations hold valid corporate meetings and keep corporate minutes. The meetings need to be held only once a year, but there ae a number of organizations that I work with have quarterly meetings. The recommendation is to hold a valid meeting by issuing a formal invitation with adequate notice and keeping written records in the form of annual meeting minutes. Record who attends the meeting, the day and time the meeting is held, and the basic information covered and decisions made. Even if everything stays the same, simply record that in the minutes. Review your state’s corporate requirements to ensure you have the basics covered.
Single Shareholder Minutes
A number of my clients are “S” corporations with one shareholder. The requirements for these annual minutes are quite simple. Set a date for the meeting. Record the meeting as a joint meeting of the board of directors and shareholder. Include your annual profit-and-loss statement if you desire. It is not required, I do not include the financials in my records, but I do include my business plan. Record any important changes to your business that took place during the year. Elect officers according to your bylaws and Articles of Incorporation if necessary. Sign the minutes as the secretary of the corporation. I do include a copy of a summary listing of discussion with my Board of Advisors.
Two Shareholder Minutes
As with all the rest, determine the date of your meeting and provide adequate notice. If you meet often with the other shareholder, you can sign a waiver of notice. The waiver of notice should indicate that both of you held the meeting together. Record in the minutes of your meeting(s) that both shareholders were present at the meeting. Elect officers according to your bylaws and Articles of Incorporation. The secretary of the corporation should sign the minutes when complete.
Three or More Shareholders
When there are more than two shareholders involved in a corporation, the annual meeting should be conducted to closely following the rules of the state in which your company is incorporated. This is where the written notice becomes more important, this is a requirement of the president, chairman and secretary to make sure notice gets out. Also there needs to be a quorum at the meetings. The records of attendance are required, including a signed roster, for the annual meeting minutes. Record all required actions, including the election of officers and committee appointments, in the official minutes. Keep a copy of the minutes in a corporate minute book.
Another option is to wait for when we meet for your first tax planning meeting in September or October, we can add this to the agenda for the meeting. Call Amy to schedule the meeting.