Description

After you form your corporation, make sure to call and organize regular shareholder and director meetings, as well as document important corporate decisions. Otherwise, the courts and the IRS might decide that your business doesn't qualify as a corporation -- and your shareholders might lose their limited liability status.

Luckily, it's easy to protect your shareholders' limited liability while taking care of corporate business when you download Corporate Minutes: Prepare and Document Shareholder & Director Decisions.

This eGuide includes step-by-step instructions for all pre-meeting procedures; helps you decide when to hold an actual or a "paper" meeting; and explains in plain English why you should document most major corporate decisions, from entering into a contract to opening a bank account.

Plus, this eGuide includes 33 forms to help you get initial and everyday corporate business taken care of quickly and easily, including:

• Meeting Summary Sheets
  
• Call of Meeting forms
  
• Meeting Participant Lists
  
• Notice of Meeting forms
  
• Waiver of Notice forms
  
• Acknowledgment of Receipt of Notice of Meeting
  
• Shareholder Proxy forms
  
• Certification of Mailing forms
  
• Minutes of Annual Meeting of Directors
  
• Minutes of Special Meeting of Directors
  
• Approval of Minutes of Director Meeting
  
• Minutes of Annual Meeting of Shareholders
  
• Minutes of Special Meeting of Shareholders
  
• Approval of Minutes of Shareholder Meeting
  
• Authorization of Treasurer to Open and Use Accounts
  
• Authorization of Treasurer to Open and Use Specific Corporate Accounts
  
• Authorization of Corporate Account and Designation of Authorized Signers
  
• Authorization of Rental of Safe Deposit Box
  
• Adoption of Assumed Corporate Name
  
• Board Approval of Proposed Contract
  
• Approval of Lease
  
• Purchase of Real Property
  
• Resolution Authorizing Sale of Corporate Real Property
  
• 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
  
• Approval of Corporate Tax Year
  
• Payment and Deduction of Organizational Expenses
  
• Written Consent to Action Without a Meeting
  
• Certification of Board or Shareholder Action
  
• Affidavit of Corporate Decision-Making
  
• Acknowledgment

So do it right from the start. Call and organize meetings, authorize key transactions and keep your records up to date with these ready-to-use forms!

Table of Contents

Introduction

• Why Key Corporate Decisions Should Be Recorded
• How Should Corporate Decisions Be Recorded?
• Who Should Use These Forms?
• When to Consult a Professional
• Further Resources

Before You Hold Your Meeting—Prep Work and Notice

• Overview of Corporate Meetings
• Steps to Hold a Meeting

Preparing Written Minutes for Directors’ Meetings

• Choosing the Correct Minutes Form
• Preparing Minutes for Annual Directors’ Meetings
• Preparing Minutes for Special Directors’ Meetings
• Approving Minutes of Directors’ Meetings

Preparing Written Minutes for Shareholders’ Meetings

• Preparing Minutes for Annual Shareholders’ Meetings
• Preparing Minutes for Special Shareholders’ Meetings
• Approving Minutes of Shareholders’ Meeting

Action by Written Consent

• Step 1. Check Your Bylaws for Your Written Consent Rules
• Step 2. Prepare the Written Consent Form
• Step 3. Place Signed Consent Forms in Your Corporate Records Book

Resolutions for Authorizing Business Transactions

• When to Use Business Corporate Resolutions
• Bank Account Resolutions
• Resolution to Adopt Assumed or Fictitious Business Name
• Resolution to Approve Contract
• Real Property Resolutions
• Selection of Corporate Tax Year
• Resolution for Payment and Deduction of Corporate Organizational Costs

Conflict of Interest Resolutions

• Approval of Business Between the Corporation and Its Directors
• Resolutions to Approve Director Conflict of Interest Transactions
• Resolutions for Shareholder Approval

Certification, Affidavit, or Acknowledgment of Corporation Decision Making

• Certification of Board or Shareholder Action
• Affidavit of Corporate Decision Making
• Acknowledgment of Corporate Document

Appendix: Print-Only Forms

Forms

Notice and Meeting Resolutions

• Meeting Summary Sheet
• Call of Meeting
• Meeting Participant List
• Notice of Meeting
• Waiver of Notice of Meeting
• Acknowledgment of Receipt of Notice of Meeting
• Proxy
• Certification of Mailing
• Minutes of the Annual Meeting of Directors
• Minutes of Special Meeting of Directors
• Approval of Minutes of Directors’ Meeting
• Minutes of the Annual Meeting of Shareholders
• Minutes of Special Meeting of Shareholders
• Approval of Minutes of Shareholders’ Meeting
• Written Consent to Action Without a Meeting

Standard Corporate Business Resolutions

• Authorization of Treasurer to Open and Use Accounts
• Authorization of Treasurer to Open and Use Specifi c 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
• Approval of Corporate Tax Year
• Payment and Deduction of Organizational Expenses

Director Conflict of Interest Resolutions

• Board Approval of Transaction Benefi ting 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
• Certification of Board or Shareholder Action
• Affidavit of Corporate Decision Making
• Acknowledgment

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