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Ask a Lawyer -- Corporations
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Brought to you by MedLawPlus.com®-- Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial) |
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Question: I am the sole owner of an S-Corp and the only shareholder. How do you correctly fill out the corporate minutes and bylaws as it is only me. Are they necessary when there is only one person involved? Response: Are corporate minutes required for single shareholder companies? Yes, most definitely. Minutes of two types of meetings are required: (a) shareholder meetings and (b) board of director meetings. Every state, to my knowledge, allows shareholders and directors to take action by unanimous consent in lieu of an actual meeting. See IC 23-1-29-4 (shareholders) and IC 23-1-34-2 (directors). Thus, what one creates in your situation are documents signed by all shareholders or directors, as the case may be, setting forth the action that is to be taken at the meeting such as election of directors for the coming year, appointment of officers, etc. Here is a sample board of director's resolution by unanimous consent. Submitted: 9-15-2006; Michele, Indiana Response: 9-18-2006; JJR Add A Comment |
Ask a Lawyer, Corporations Archives
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