The Corporate Records Handbook: Meetings, Minutes & Resolutions

The Corporate Records Handbook: Meetings, Minutes & Resolutions

by Anthony Mancuso
     
 

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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.

Meeting minutes are the primary paper trail of your

Overview

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.

Meeting minutes are the primary paper trail of your corporation's legal life, so it's essential to know when and how to prepare these minutes.

The Corporate Records Handbook provides all the forms and instructions you need to stay legal,
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 gives you the forms you need to keep required records, plus more than
75 additional resolutions to insert into your minutes. This edition has been updated to reflect the latest
changes in the law. Forms are available to download at nolo.com.

Editorial Reviews

From the Publisher
"This practical guide gives step-by-step instructions plus the legal forms to be filled out and filed to keep corporate status." Orange County Register

"Should be a part of any serious business library — and any corporate library."Bookwatch

"Mancuso presents readers with the seventh edition of his comprehensive guide to the keeping of corporate records. The author covers corporate documents and the law; how to keep minutes, and record written consent, and other corporate actions; how to prep for corporate meetings; how to hold a director’s or shareholder’s meeting; preparing minutes for various types of meetings; action by written consent; conflict of interest resolutions; resolutions for loans to insiders; fringe benefits and reimbursement resolutions; and a wide variety of other related subjects." Eithne O'Leyne Editor, ProtoView

Bookwatch
"Should be a part of any serious business library -- and any corporate library."
Orange County Register
"This practical guide gives step-by-step instructions plus the legal forms to be filled out and filed to keep corporate status."

Product Details

ISBN-13:
9781413318838
Publisher:
NOLO
Publication date:
07/11/2013
Sold by:
Barnes & Noble
Format:
NOOK Book
Pages:
640
Sales rank:
1,201,751
File size:
8 MB

Read an Excerpt

Introduction

Calling, providing notice for, holding, and voting at meetings of your directors and shareholders necessarily means becoming familiar with a bucketful of new terminology and procedures. While mastering this material isn't difficult, it does require attention to detail. In this chapter, we provide legal and practical background information about basic corporate documents and the state corporation laws on which they are based.

If you are well organized and feel you understand the purpose of your articles, bylaws, and
minutes, much of the material in this chapter may seem like old hat. If so, you may wish to skip ahead to the next chapter where we present an overview of the common methods of corporate decision making, including corporate meetings and written consents.Organize Your Corporate Records
Anyone who sets up a corporation needs to be able to quickly locate key organizational
documents. Because these are really the constitution of your corporation, you'll refer to them again and again. When using this book to produce corporate minute and consent forms, we will often refer you to these documents.

If you have not already done so, the best approach is to set up a corporate records book
that contains the key documents. You can do this on your own with a three-ring binder or by
using a customized corporate kit designed for the purpose.

Your corporate records book should contain:


  • articles of incorporation


  • bylaws


  • minutes of the first directors' meeting


  • stock certificate stubs or a stock transfer ledger showing the names and addresses of
    yourshareholders, as well as the number and types of shares owned by each


  • minutes of annual and special meetings of directors or shareholders, if any, and


  • written consents.



If someone helped you incorporate, such as a lawyer, accountant, paralegal, or financial
planner, you probably received copies of these documents in a corporate records book, commonly called a corporate kit. However, some lawyers attempt to hold on to corporate records in the hope that you will have them take care of all ongoing technicalities. If so, you will need to request a copy of all corporate documents in your client file. (This is your property, so don't take "No" for an answer.)

If you can't locate a copy of your articles, write your secretary of state's corporate filing office and request a certified or file-stamped copy of your articles. (Appendix B lists state corporate filing offices, with addresses and phone numbers.) It's a good idea to call first so you can include the correct fee, which should be just a few dollars or so.

Articles of Incorporation

The first key organizing document all small business corporations must have is their articles of incorporation. (While most states use the term articles of incorporation to refer to the basic document creating the corporation, some states, including Connecticut, Delaware, New York, and Oklahoma, use the term certificate of incorporation. Washington calls the document a certificate of formation, and Tennessee calls it a charter.) A corporation comes into existence when its articles of incorporation are filed with the state corporate filing office. The articles normally contain fundamental structural information, such as the name of
the corporation, names and addresses of its directors, its registered agent and his or her
office address, and the corporation's capital stock structure.

For the majority of small corporations, there is no other important information in this document. However, larger corporations sometimes adopt articles containing special provisions that impact future decision-making processes of the corporation.

Example:

The Equity Investors Capital Corporation adopts articles that contain a multiclass stock structure consisting of Class A voting shares and Class B nonvoting shares. A special article requires a vote of two-thirds of each class of stock for the approval of amendments (future changes) to the corporation's articles or bylaws.

The Importance of Protecting Your Corporate Status

A corporation is a legal entity that is created and regulated by state laws. For legal, practical, and tax purposes, a corporation is legally separate from any of the people who own, control, manage, or operate it. If you want the advantages of having a corporation, you must follow legal requirements for running it. If you don't abide by the rules, you could find your business stripped of its corporate status -- and the benefits of that status, such as:


  • Limited liability. Corporate directors, officers, and shareholders usually are not personally liable for the debts of the corporation. This means that if the corporation cannot pay its debts or other financial obligations, creditors cannot usually seize or sell a corporate investor's home, car, or other personal assets.


  • Business taxes and flexibility. A corporation is a separate taxable entity. Business income can be sheltered in the corporation among the owner-employees as they see fit to reduce their overall tax liability.


  • Employee fringe benefits. Owner-employees of a corporation are eligible for deductible fringe benefits, such as sick pay, group term life insurance, accident and health insurance, reimbursement of medical expenses, and disability insurance.


  • Commercial loans and capital investment. Lending institutions often give the risk-conscious corporate lender special preferences. Corporations can decide to raise substantial amounts of capital by making a public offering of their shares.


  • Business credibility. Corporations have an air of reputability about them. In other words, although placing an "Inc." after your name will not directly increase sales, it forces you to pay serious attention to the structure and organization of your business, something that is likely to improve all aspects of your business.


  • Perpetual existence. A corporation has an independent legal existence that continues despite changeovers in management or ownership. Of course, like any business, a
    corporation can be terminated by the mutual consent of the owners.


  • Access to capital. Private and public capital markets prefer the corporate form over all other business forms, giving the corporation enhanced access to private and public capital. Public offerings can be made by means of a traditionally underwritten initial public offering (IPO) or a direct public offering (DPO) of shares by the corporation itself to its client or customer base.



Where to get help preparing articles for a new corporation. If you have not yet formed your corporation, Nolo publishes several state-specific books and software that show you how to prepare and file articles with the state's corporate filing office and take other incorporation steps such as issuing stock under state securities laws. If you want to incorporate in California, see How to Form Your Own California Corporation (Nolo). In other states, see Incorporate Your Business (Nolo). If you want information on preparing and filing articles only, your state's corporate filing office may provide samples and instructions for drafting your own articles. Except in South Carolina, you do not need to involve an attorney. (Appendix B lists the name and address
of the corporate filing office in your state.)

What People are saying about this

From the Publisher

"This practical guide gives step-by-step instructions plus the legal forms to be filled out and filed to keep corporate status." Orange County Register

"Should be a part of any serious business library — and any corporate library." Bookwatch

Meet the Author

Anthony Mancuso is a corporations and limited liability company expert. He graduated from Hastings
College of Law in San Francisco, is a member of the California State Bar, writes books and software in
the fields of corporate and LLC law, and studies advanced business taxation at Golden Gate University
in San Francisco. He has also been a consultant for Silicon Valley EDA (Electronic Design Automation)
companies. He is the author of several Nolo books on forming and operating corporations (both profit
and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form
a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability
Company, The Corporate Records Handbook, and LLC or Corporation? His books have shown over a
quarter of a million businesses and organizations how to form a corporation or LLC.

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