In a corporation's context, meeting minutes are an official account of everything talked about in a formal meeting of the board of directors and shareholders.
An Annual Meeting is required of every corporation in the United States, usually at the end of the fiscal year. By extension, the Annual Meeting Minutes record the discussions and decisions made during a corporation's Annual Meeting.
The Annual Meeting Minutes' primary purpose is to record everything discussed and decided in an Annual Meeting.
The minutes contain the time, date, location of the meeting, every attendee, and notable absentees. Also, the meeting's pre-set agenda, complete with a brief explanation of each, is also recorded.
Crucially, writing down any vote results taking place during the meeting is essential. The Annual Meeting Minutes make a note of the time the meeting was adjourned.
After the meeting, the Annual Meeting Minutes have to be approved according to the company's bylaws.
Depending on your state, Annual Meeting Minutes may also be known as:
Meeting Minutes
Annual Meeting Minutes for Corporations
Meeting Minutes Format
Corporate Minutes
Corporation Minutes
In the United States, most states require both S corporations and C corporations by law to keep detailed records of the decisions arrived at in all formal meetings. Therefore, corporations need Annual Meeting Minutes to take down what went on in the annual meeting.
In contrast, LLCs are not mandated by law to keep track of any meeting minutes.
Create your own documents by answering our easy-to-understand questionnaires to get exactly what you need out of your Annual Meeting Minutes.
Laws vary by location. Each document on 360 Legal Forms is customized for your state.
All you have to do is fill out a simple questionnaire, print, and sign. No printer? No worries. You and other parties can even sign online.
It's a smart idea to have a proven template containing everything you need to record your Annual Meeting irrespective of the corporation size.
Let 360 Legal Forms help with our extensive library of attorney-vetted legal forms. The process is fast and easy. All you have to do is fill out our easy-to-understand questionnaire. Once complete, simply download your form as a PDF or Word document from your secure online account.
To create your document, please provide:
Date and time: The date and time when the meeting was held.
Location: The place the meeting was held (use the full address.)
Attendees: All the shareholders and directors present, making a note of those conspicuously absent.
Agenda items: Everything to be discussed in the Annual Meeting.
Meeting description: Voting results, discussions, decisions, and everything else taking place in the meeting.
Adjourning time: The exact time when the Annual Meeting was called off.
Information about the next meeting: In the context of the Annual Meeting Minutes, this pertains to the time and place set for the following year's meeting, if known.
Shareholder: A person or entity owning shares in the corporation
Board of directors: Appointed by shareholders to run a corporation on their behalf
Consensus: A decision made unanimously at the meeting
Chairperson: The person who conducts the meeting, usually the chairman of the board
Point of Order: A formal complaint made at the meeting
Corporate Bylaws: The rules that a corporation adopts after the initial incorporation
Motion: A formal statement most commonly of a proposed action
Your Annual Meeting Minutes don't always require a signature. However, having all the shareholders and directors sign the document could dispel any dispute over its validity.
The document does not have to be notarized, but you can further vouch for its authenticity. The only requirement is that the Annual Meeting Minutes are recorded per the corporation's bylaws.
The Annual Meeting Minutes do not have any filing requirements with the state. Just hold on to a copy and add it to the corporate records.
The general recommendation is to save these records for at least seven years, though most serious corporations would keep them for the corporation's life. The document protects the shareholders and directors against legal actions and potential accusations of wrongdoing.
If a corporation fails to keep Annual Meeting Minutes as required by law, it could jeopardize its status as a separate legal entity. In a claim made against the corporation in a court of law, it would be within the right of a judge to hold members of the corporations personally liable.
The answer is yes. Even if you’re late with the Annual Meeting Minutes, you can make up for it later. But that doesn’t mean that you should wait too long and open your corporation up to undue risks.
Most states require corporations registered in the state to keep Meeting Minutes in their records. The exceptions are Nevada, Kansas, North Dakota, Oklahoma, and Delaware where corporations registered in those states do not have to keep Meeting Minutes at all.
Yes, you do need to hold an Annual Meeting and record the Minutes even if you’re the owner and only employee of a corporation. It is something that you should do for all corporate decisions and actions made and particularly useful if you have any ambition to grow the company. One day you may not be the only shareholder, director, and employee.
Perhaps the best tip is to use a template that will keep you on the task. Another valuable tip is to keep things as simple as possible. You can dispense with the use of legal and industry jargon as it is preferable to capture the essence of what took place in a straightforward manner.
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