Start Your Company Minutes and Meetings

Transcription

1 Start Your Company Minutes and Meetings

2 Start Your Company Meetings & Minutes Topics How to hold your first company meeting How to document your on-going business How to hold your annual meetings.

3 Minute Book To set up a minute book, refer to Start Your Company Paperwork If you have a minute book, check your paperwork for templates If you do not have templates, you can use the ones on the web page Resolutions completed by your Incorporator or Organizer may include accepting the entity articles, bylaws or operating agreement, and company seal appointing the initial Directors or Managers

4 Organizing Meeting Will be held by Directors or Members Note: Shareholders and Incorporators may be part of a Corporation s organizing meeting if the Incorporators are also Directors and/or Shareholders and initial Directors were not appointed. Generally you can hold the meeting by any means that allows the participants to hear each other You must issue a notice of meeting or waiver of notice

5 Organizing Meeting cont d Accept articles, agreement and seal if not previously accepted Elect Directors if not previously appointed Elect Managers if LLC Operating Agreement requires elected Managers Elect Officers Usually elected in a Corporation. May be elected in an LLC. Duties and limitations are listed in the entity agreement Read your Bylaws or Operating Agreement and make sure you understand it

6 Organizing Meeting cont d If no managers are elected, LLC will have Managing Members Accept specimen certificate Issue shares or ownership units in exchange for money, goods or services Goods and services should be capitalized at fair market value Check the value of goods with your CPA or research in local newspapers or other sources Check the value of services with your CPA Discuss banking arrangement You might create specific resolutions and a certificate of secretary to prove your authority to the bank officers

7 Organizing Meeting cont d If you need to change your tax election from default LLC to C or S or from C corporation to S corporation, vote on the change in this meeting or in a special meeting following this one If a Securities Compliance statement is not in your bylaws or operating agreement, state your compliance in this meeting The Secretary of the meeting must sign the meeting minutes and place in your minute book Attach specimen certificate and banking resolutions to the minutes

8 Documenting On-going Business Document any decision of legal, tax or financial significance Important if you go to court or are audited by the IRS Shows you are acting as a professional manager or officer of your company, seeking the appropriate level of approval for important decisions Document your decisions even if you are told it is not necessary A complete and up-to-date minute book is one of the most powerful tools you have

9 Resolution Format Record decisions in clear language so someone who was not involved can understand your intention Record that the decisions passed a vote unanimously or by a majority of shareholders, directors, members or managers If the resolutions were passed in a meeting held in person, by phone or by webinar, record the results in meeting minutes If you discussed the matter outside of a meeting by , text or informal phone call - record the results in a written consent of action without meeting

10 Timing of Documentation Document at the time the decision is made Circulate written consent for signature Document regularly e.g. monthly Keep details of decisions together on information sheets or in a separate notebook Ratify and accept

11 Financial Items Banking resolutions should be created when you Open an account Close an account Take out a bank loan Take out a line of credit Mortgage an asset Credit card resolutions should be created when you Accept a credit card Change the limit on a credit card Cancel a credit card Note: See your checklist for details on resolutions

12 Financial Items cont d Merchant Services Account resolutions should be created when you Set up an account Terminate an account Company Loans resolutions should be created when You take a loan from the company You repay a loan to the company You lend money to the company The company pays interest on a loan or fails to pay The company lends money to another company o person

13 Financial Items cont d Contract resolutions should be created when you Sign a contract Complete or Terminate a contract Compensation resolutions should be created when Shareholders or Members take a dividend or distribution Members take a partnership draw Directors, Officers or Managers are voted a salary You set up contests or give awards or bonuses You give special compensation of any kind

14 Financial Items cont d Asset resolutions should be created when you Purchase an asset. Check with your CPA to determine what dollar amount will cause an item to be treated as an asset rather than an expense. Sell an asset. Assign personal property Tax resolutions should be created when you Have taxes prepared File an extension File taxes Paid taxes, received a refund or carried a loss forward or are audited

15 Foundational Items Insurance resolutions should be created when you Take out a policy for the company or its executives Change a policy Terminate a policy Benefit plan resolutions should be created when you Set up a benefit plan for health, education or other Professional team resolutions should be created when you Hire or terminate a member of your team Sign an employment contract

16 Foundational Items cont d Company resolutions should be created when you Make a change in ownership. Remember to follow the rules in your bylaws or operating agreement. Change the company name or add a dba Legal resolutions should be created when you Start a lawsuit or are named in a lawsuit Set aside a contingency fund for a lawsuit Employee resolutions should be created when you Create an employee handbook Create an employment contract Set specific policies

17 Real Estate Items Real estate resolutions should be created when you Purchase a property Sell a property Move one into the entity after purchase Refinance a property Do a 1031 exchange Company Meetings A resolution should be created when you wish to hold a meeting outside the company offices

18 Annual Meetings Hold your annual meetings on the date set in your bylaws or within the timeframe set in your operating agreement If there is no timeframe in your operating agreement the Members can decide the date Send out a Notice or create a Waiver of Notice Ensure you have a quorum in attendance before proceeding List in the minutes who attended and the number of shares or percentage ownership in the company they represent Elect a Chairperson and Secretary

19 Purpose of the Annual Meeting The annual meeting of Members of an LLC is To vote in the Managers for the coming term To vote on any matters that require Member approval To hear the Manager s report The annual meeting of Shareholders of a Corporation is To elect the Board of Directors for the coming term To vote on any matters that require Shareholder approval The annual meeting of the Board of Directors of a Corporation is To elect the Officers for the coming term To hear the President s report

20 We discussed Summary The paperwork your organizer or incorporator may have created The need for Notice and Waiver of Notice Topics you will need to cover in your first meeting The need to document your decisions The main categories of decisions to record An overview of annual meetings Quiz

21 Start Your Company Meetings & Minutes Contact information: YES Business Solutions, LLC Wendy Byford, President Gary Bauer, Vice President 6440 Sky Pointe Drive, Suite Las Vegas, NV (702) fax (815)