Shareholders' Meeting Minutes

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.