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Approve & Document Decisions

Corporate Minutes

Approve and Document Shareholders & Director Decisions

by: Attorney Anthony Mancuso

Published: August 2007, ed. 4

File type: PDF Download

All the downloadable and easy-to-use forms you need to call essential corporate meetings and document the results.
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eFormKit (PDF - 625 KB)

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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 eFormKit 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.

This eFormKit 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!

ISBN 9780873376624
Forms 33 forms

Forms

  • 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
  • Certificate 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
  • 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 Corporate Name
  • Board Approval of Proposed Contract
  • Approval of Lease
  • Purchase of Real Property
  • Authorization of Sale of 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
  • Certification of Board or Shareholder Action
  • Affidavit of Corporate Decision-Making
  • Acknowledgment

Table of Contents

  • Part I: Introduction
  • Part II: Calling and Organizing Meetings
  • Part III: Preparing Written Minutes for Director Meetings
  • Part IV: Preparing Written Minutes for Shareholder Meetings
  • Part V: How to Approve Resolutions by Written Consent
  • Part VI: Preparing Standard Business Resolutions
  • Part VII Preparing Conflict of Interest Resolutions
  • Part VIII: How to Prepare a Certification, Affidavit or Acknowledgment of Corporate Resolutions

Appendix: Print-Only Forms

System Requirements

Operating system: Windows- and Macintosh-compatible. The computer you use to purchase an eFormKit must be the same computer you will download it to. (For example, don't purchase the eFormKit using your computer at work if you intend to download it later on to your home computer; instead, wait until you're on the computer you intend to download the eFormKit to and then make your purchase. After you've downloaded the file, you will be able to "transfer" it to another computer by copying it to external media or by email.) In addition, you will not be able to download this file if:

  • cookies are disabled on your computer, or
  • a firewall prevents you from downloading files from the Internet.

Software: Before you can use an eFormKit, additional software must be installed:
To expand the ZIP archive you download after making your purchase, you'll need:

  • A decompression utility such as the following, both of which can be downloaded for free:
  • 7-Zip (http://www.7-zip.org) (for Windows users).
  • StuffIt Expander (http://my.smithmicro.com/mac/stuffit/expander.html) (for Macintosh). Please note: Many recently manufactured Macs have a native capability to decompress zip files. See your computer's user manual for verification of this and instructions for access.

To open and print an eFormKit, you need Adobe Acrobat Reader 5.0 or greater, or another program that "reads" PDF (portable document format) files. (Download Adobe Reader for free from http://www.adobe.com/products/acrobat/readstep2.html.)
To open, fill out and print word-processing forms included in an eFormKit, you need a word processor that "reads" RTF (rich text format) files:

  • Windows XP & Vista both come with WordPad, an RTF-compatible word processor.
  • Macintosh OS X comes with TextEdit, an RTF-compatible word processor; non-OS X users need Word 5.0 or greater, WordPerfect 2.1 or greater, or another RTF-compatible word processor.

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