The Corporate Records Handbook: Meetings, Minutes & Resolutions / Edition 5

The Corporate Records Handbook: Meetings, Minutes & Resolutions / Edition 5

by Anthony Mancuso
     
 

ISBN-10: 1413312039

ISBN-13: 9781413312034

Pub. Date: 08/08/2010

Publisher: NOLO

All the forms you need to keep your corporation valid in the eyes of the IRS and courts.

If you've taken the time to turn your business into a corporation, chances are you'd like to see it stay that way. Your business card may say "incorporated," but if the courts and the IRS think differently, it's closing time.

Because meeting minutes are the primary…  See more details below

Overview

All the forms you need to keep your corporation valid in the eyes of the IRS and courts.

If you've taken the time to turn your business into a corporation, chances are you'd like to see it stay that way. Your business card may say "incorporated," but if the courts and the IRS think differently, it's closing time.

Because meeting minutes are the primary paper trail of a corporation's legal life, it's important to know when and how to prepare these minutes. The Corporate Records Handbook provides all the forms (plus instructions) you need, including:

  • Call of Meeting

  • Meeting Participant List

  • Notice of Meeting

  • Certification of Mailing

  • Acknowledgment of Receipt of Notice of Meeting

  • Shareholder Proxy

  • Meeting Summary Sheet

  • Minutes of Annual Shareholders' Meeting

  • Minutes of Special Shareholders' Meeting

  • Minutes of Annual Directors' Meeting

  • Minutes of Special Directors' Meeting

  • Waiver of Notice of Meeting

  • Approval of Corporate Minutes By Directors of Shareholders

  • Cover Letter for Approval of Minutes of Paper Meeting

  • Written Consent to Action Without Meeting

    The Corporate Records Handbook also gives you more than 75 additional resolutions -- both as tear-outs and on CD-ROM -- to insert into your minutes. So take a few minutes and read this book -- your corporation deserves it!

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  • Product Details

    ISBN-13:
    9781413312034
    Publisher:
    NOLO
    Publication date:
    08/08/2010
    Edition description:
    Fifth Edition
    Pages:
    640
    Product dimensions:
    10.80(w) x 8.22(h) x 1.27(d)

    Table of Contents

    1. Corporate Documents and Laws
    Organize Your Corporate Records
    State Corporate Filing Offices
    Looking Up the Law Yourself

    2. When to Use Corporate Meetings, Minutes, and Written Consents
    Three Ways to Make and Document Formal Corporate Decisions
    Questions and Answers About Corporate Meetings, Minutes, and Written Consents

    3. Preliminary Steps Before Holding a Corporate Meetings
    Overview of Corporate Meetings
    Steps to Hold a Meeting

    4. How to Hold a Meeting of Your Directors or Shareholders
    Step 1. Call and Provide Notice of the Meeting
    Step 2. Prepare Agenda for the Meeting
    Step 3. Prepare Corporate Resolutions in Advance
    Step 4. Get Together to Hold the Meeting
    Step 5. Hold a Meeting in Cyberspace If You Have the Equipment and Know-How
    Step 6. Appoint a Chairperson and Secretary
    Step 7. Chairperson Calls the Meeting to Order
    Step 8. Secretary Determines Whether a Quorum Is Present
    Step 9. Secretary Reads Minutes or Summarizes Business of Last Meeting
    Step 10. Officers and Committees Present Reports
    Step 11. Handle Any Unfinished Business
    Step 12. Introduce and Discuss Specific Proposals
    Step 13. Take the Votes of Directors or Shareholders
    Step 14. Adjourn the Meeting

    5. How to Prepare Written Minutes of Shareholders' Meetings
    Preparing Minutes of Annual Shareholders' Meetings
    Preparing Minutes of Special Shareholders' Meetings

    6. How to Prepare Written Minutes of Directors' Meetings
    Choosing the Correct Minutes Form for a Directors' Meeting
    Preparing Minutes of Annual Directors' Meetings
    Preparing Minutes of Special Directors' Meetings

    7. How to Hold a Paper Meetingof Your Directors or Shareholders
    Decide Whether to Hold a Paper Meeting
    How to Prepare Minutes of Paper Meetings

    8. How to Take Action by Written Consent Without a Meeting
    Step 1. Check Bylaws for Your State's Written Consent Rules
    Step 2. Prepare Written Consent Form
    Step 3. Place Signed Consent Forms in Your Corporate Records Book

    9. Standard Corporate Business Resolutions
    When to Use the Resolutions in this Chapter
    Bank Account Resolutions
    Resolution to Adopt Assumed or Fictitious Business Name
    Resolution to Approve Contract
    Real Property Resolutions
    Authorization or Ratification of Employee's Authority
    Certification, Affidavit, or Acknowledgment of Corporate Decision Making or Document

    10. Corporate Tax Resolutions
    S Corporation Tax Election
    Accumulation of Earnings
    Section 1244 Stock Plan
    Resolution for Approval of Independent Audit
    Selection of Corporate Tax Year
    Resolution for Payment and Deduction of Corporate Organizational Costs

    11. Resolutions to Amend Corporate Articles and Bylaws
    Decide Whether to Amend Articles or Bylaws
    Amending Articles of Incorporation
    Amending Corporate Bylaws

    12. Corporate Hiring and Appointment Resolutions
    Hiring and Paying Corporate Employees
    Using Independent Contractors
    Appointing and Paying Corporate Officers
    Compensation for Attending Corporate Meetings
    Approval of Indemnification for Corporate Directors, Officers, and Employees

    13. Director Conflict of Interest Resolutions
    Approval of Business Between the Corporation and Its Directors
    Resolutions for Approval of Director Conflict of Interest Transactions
    Resolutions for Shareholder Approval

    14. Resolutions for Loans to the Corporation
    When to Use Corporate Loan Resolutions
    Loans to the Corporation by Banks and Other Lending Institutions
    Loans to the Corporation by Shareholders and Other Insiders
    Promissory Notes Overview
    Sample Promissory Note Forms

    15. Resolutions for Loans by the Corporation to Insiders
    Insider Loan Restrictions Under State Law
    Tax Considerations and Consequences of Insider Loans
    Resolution for Board and Shareholder Approval of Corporate Loan to Insider
    Supporting Documentation -- Promissory Notes
    Release of Promissory Note

    16. Employee Fringe Benefits and Business Expense Reimbursement Resolutions
    Introduction to Employee Fringe Benefits
    Group Health, Accident, and Disability Insurance
    Self-Insured Medical Reimbursement Plans
    Resolution Authorizing Group Term Life Insurance
    Authorization of Death Benefit Contract
    Payment of Employee Automobile Expenses
    Payment of Meals and Lodging
    Resolution Authorizing Business Expenses With Corporate Credit or Charge Card
    Reimbursement of Employee Business Expenses
    Resolution Approving Stock Bonus or Stock Option Plan

    17. Corporate Retirement Plan Resolutions
    How to Use This Chapter
    Overview of Corporate Retirement Plans
    Resolutions to Adopt Retirement Plans

    18. Stock Dividend Resolutions
    Stock Dividend Rules
    Stock Dividend Resolutions

    19. Stock Issuance Resolutions
    Legal and Tax Issues Affecting Stock Issuance
    Stock Issuance Resolutions

    20. Lawyers, Tax Specialists, and Legal Research
    How to Find the Right Lawyer
    Finding the Right Tax Adviser
    How to Do Your Own Legal Research

    A. Appendix A: How to Use the CD-ROM
    Installing the Form Files Onto Your Computer
    Using the Word Processing Files to Create Documents
    List of Files Included on the Forms CD

    B. Appendix B: Corporate Contact Information

    C. Appendix C: Corporate Minutes Forms

    Notice and Minutes Forms
    Meeting Summary Sheet
    Call of Meeting
    Meeting Participant List
    Notice of Meeting
    Acknowledgment of Receipt of Notice of Meeting
    Proxy
    Certification of Mailing
    Minutes of the Annual Meeting of Shareholders
    Minutes of Special Meeting of Shareholders
    Minutes of the Annual Meeting of Directors
    Minutes of Special Meeting of Directors
    Waiver of Notice of Meeting
    Approval of Corporate Minutes
    Cover Letter for Approval of Minutes of Paper Meeting
    Written Consent to Action Without Meeting
    Standard Corporate Business Resolutions
    Authorization of Treasurer to Open and Use Accounts
    Authorization of Treasurer to Open and Use Specific Corporate Account(s)
    Authorization of Corporate Account and Designation of Authorized Signers
    Authorization of Rental of Safe Deposit Box
    Adoption of Assumed Name
    Board Approval of Proposed Contract
    Approval of Lease
    Purchase of Real Property
    Authorization of Sale of Real Property
    Delegation of Authority to Corporate Employee
    Director Ratification of Employee's Acts
    Board Ratification of Contract
    Rescission of Authority of Employee
    Shareholder Ratification of Decisions or Acts
    Certification of Board or Shareholder Action
    Affidavit of Corporate Decision Making
    Acknowledgment
    Corporate Tax Resolutions
    S Corporation Tax Election
    S Corporation Shareholders' Agreement
    Accumulation of Corporate Earnings
    Qualification of Shares Under Internal Revenue Code Section 1244
    Approval of Independent Audit of Corporate Financial Records
    Approval of Corporate Tax Year
    Payment and Deduction of Organizational Expenses
    Resolutions to Amend Corporate Articles and Bylaws
    Approval of Amendment to Articles of Incorporation
    Approval of Restatement of Articles of Incorporation
    Amendment of Articles Form
    Approval of Amendment of Bylaws
    Corporate Hiring and Appointment Resolutions
    Approval of Hiring of Corporate Employee
    Approval of Bonuses and Salary Increases
    Shareholder Ratification of Employee Pay
    Approval of Independent Contractor Services
    Appointment of Corporate Officers
    Authorization of Payment for Attending Meetings
    Annual Director or Officer Stipend for Attendance at Meetings
    No Compensation for Attending Corporate Meetings
    Indemnification and Insurance for Directors and Officers
    Director Conflict of Interest Resolutions
    Board Approval of Transaction Benefiting a Director
    Directors' Written Consent to Transaction Benefiting a Director
    Shareholder Approval of Transaction Benefiting a Director
    Shareholder Written Consent to Transaction Involving a Director
    Resolutions for Loans to the Corporation
    Authorization of Loan at Specific Terms
    Authorization of Maximum Loan on General Terms
    Unlimited Authorization of Loans for Business Needs
    Authorization of Line of Credit
    Authorization of Line of Credit With Cap on Each Transaction
    Authorization of Loan Terms Secured by Corporate Property
    Resolution Approving Loan to Corporation
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Corporate Property
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
    Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
    Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
    Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
    Promissory Note: Variable Schedule of Payments of Principal and Interest
    Resolutions for Loans by the Corporation to Insiders
    Approval of Corporate Loan to Insider
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
    Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
    Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
    Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
    Promissory Note: Variable Schedule of Payments of Principal and Interest
    Release of Promissory Note
    Employee Fringe Benefits and Business Expense Reimbursement Resolutions
    Authorization of Group Health, Accident, or Disability Insurance for Employees
    Adoption of Self-Insured Medical Reimbursement Plan
    Purchase of Group Term Life Insurance
    Authorization of Employee Death Benefit
    Agreement Regarding Death Benefits
    Purchase or Lease of Company Car
    Authorization of Payment of Standard Mileage Allowance to Employees
    Business Meal Expense Allotment for Employees
    On-Premises Meals and Lodging to Employees
    Authorization of Corporate Credit and Charge Cards for Employees
    Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Accountable Reimbursement Plan
    Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Nonaccountable Reimbursement Plan
    Authorization of Per Diem Travel Allowance for Employees
    Board Approval of Stock Bonus or Stock Option Plan
    Corporate Retirement Plan Resolutions
    Board of Directors' Adoption of Retirement Plan
    Board of Directors' Adoption of Profit-Sharing Plan
    Shareholder Ratification of Retirement Plan
    Stock Dividend Resolutions
    Declaration of Cash Dividend
    Authorization of Cash Dividend Payable in Installments
    Declaration of Year-End Dividend
    Declaration of Regular and Extra Dividend
    Declaration of Accumulated Dividend to Preferred Shareholders
    Authorization of Property Dividend to Shareholders
    Stock Issuance Resolutions
    Approval of the Issuance of Shares
    Sale and Issuance of Shares for Property
    Sale and Issuance of Shares for Indebtedness Canceled
    Sale and Issuance of Shares for Services
    Sale and Issuance of Capital Stock for Assets and Liabilities of a Business
    Bill of Sale and Agreement
    Issuance of Shares in Exchange for Assignment of Trademark, Service Mark, Patent, or Copyright
    Assignment

    Index

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