How to Write Up an Annual Business Meeting for an S Corp.

By Stephanie Kurose, J.D.

How to Write Up an Annual Business Meeting for an S Corp.

By Stephanie Kurose, J.D.

S corporations are a type of corporation that elects to be taxed as a partnership under Chapter S of the Internal Revenue Code. Like C corporations, every state requires S corporations to hold annual shareholder meetings to elect the board of directors or to conduct other regular business. Not all states require S corporations to keep or file minutes from those meetings, but it is highly recommended. Meeting minutes are official accounts of every decision, action, or vote made during a board or shareholder meeting. There is no requirement or need for them to be lengthy. They should include substantive information about what occurred in the meeting without extensive detail or discussion. The meeting minutes should also include basic information, including the date, time, and place of the meeting, who was in attendance, and the agenda items. All members of an S corporation (S corp.) can request a copy of the meeting minutes taken at any meeting.

Man in puffy vest and green sweater writing in notebook with coworkers in background

Meeting minutes must be in writing, either handwritten or typed. There is no required format for minutes, although it is a good idea to stick to a consistent format once you choose one.

Step 1. Document the logistical data first.

The meeting minutes should include the date of the meeting, all individuals present and absent by name and title as well as the name of the individual taking the minutes, who called the meeting to order and when, whether there was a quorum, and what time the meeting adjourned.

Step 2. State any business addressing the last meeting.

If there was any discussion on the minutes from the previous meeting, state the outcome of that discussion. Note whether there were any changes or corrections to the minutes and who proposed each one. State whether these changes were voted on, and if so, the outcome of that vote.

Step 3. List agenda items and summarize discussion.

List agenda items in the order of their discussion. Briefly summarize any discussion, whether or not there was a vote, and the outcome of the vote. If any tasks were assigned, note what they were and to whom they were assigned. Repeat this step for each agenda item discussed.

Step 4. List any handouts distributed.

You should note any notices or handouts distributed at the meeting in the minutes. Include the document's name and who distributed it. Summarize any discussion or action taken.

Step 5. Note any appeals or points of order.

If a shareholder or board member has any appeals or points of order, make a note of each one and who raised it. Summarize any discussion or action taken.

Step 6. Sign and date the minutes.

Note what time the meeting has adjourned. Once completed, sign and date the document and send copies to all board members for their review. Any comments, corrections, or ratification to the minutes should be addressed at the next meeting.

You should keep all of your meeting minutes together in a safe place so that you can easily reference them in the future if needed. For more information on corporations and minute management, contact an online service provider.

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