Annual Meeting Minutes

What Is an Annual Meeting?

All C Corporations, S Corporations, Professional Corporations, and Nonprofit Corporations must hold an annual meeting. An annual meeting is also referred to as an annual shareholder meeting, an annual stockholder meeting, or an annual general meeting.

Most corporations hold their annual meeting soon after the company’s fiscal year has ended, at a time and location set forth in the corporate bylaws. Bylaws also usually establish how notice of annual meetings will be given, the order of business that should be followed, and the quorum (minimum number of shareholders present) to hold a vote at meetings.

At an annual meeting, information is communicated, and various activities take place. For example:

• Sharing the status of the organization (usually the company CEO or president will do this).

• Appointing members to the board of directors.

• Voting on initiatives and transactions that require shareholder approval.

• Reviewing financial information.

• Allowing shareholders to ask questions about the direction of the business.

 

What Are Annual Meeting Minutes?

Corporate annual meeting minutes serve as a record of a business’s annual meeting. With the exception of Delaware, Kansas, Nevada, North Dakota, and Oklahoma, state governments require corporations to keep meeting minutes.

Examples of the information that might appear in a corporation’s annual meeting minutes include:

• Date, time, and location of the meeting

• Who attended and who was absent from the meeting

• Meeting agenda items with a brief description of each

• Details about what was discussed during the meeting

• Results of any voting actions taken

• The time when the meeting adjourned

After annual meeting minutes have been approved (as determined by the company’s bylaws), a business should keep the original executed copy in a safe place. A business should keep its minutes for at least seven years, and make them available to members of the corporation (e.g., shareholders, directors, and officers) who make a “reasonable request” to review them.

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What if You Don’t Record Minutes?

Annual meeting minutes for corporations are one of the important business compliance requirements that keep a company’s corporate veil (legal and financial separation of a business and its owners) intact.

Failure to hold an annual meeting and record meeting minutes may be used against the corporation. Formal meeting minutes help protect the corporation in the event of a lawsuit, audit, or formal inquiries from shareholders.

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US ProCorp is Here to Help

US ProCorp can draft and prepare your annual meeting minutes to help you stay in compliance. This can be done immediately after your annual meeting, or if you’ve failed to create meeting minutes for years, US ProCorp can also help you create multiple years of annual meeting documentation if you are behind with your annual meeting minutes for prior years. Upon completion, your meeting minutes will be emailed to you for your records and will also be uploaded and stored in US ProCorp’s secure Compliance Portal so you can access them anytime and from anywhere.

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