CORPORATE MEETING & MINUTES
If you have a Massachusetts corporation, you must hold an annual meeting. It is required by law (G.L. c. 156D, § 7.01) and is usually in your bylaws. At the annual meeting, shareholders can elect directors and transact any other business. The meeting can be held at a time or place designated by the Board of Directors with notice to shareholders. When the annual meeting occurs, the corporate secretary must keep accurate records, including the notice provided to shareholders, corporate financial records, and meeting minutes. Meeting minutes include information about the date, time, and place of the meeting, the agenda, any discussion, who was present, what was voted on, and the results. All meeting minutes must be kept as part of the corporate records.
Annual meetings are important because it is an action that demonstrates that the corporation is a separate legal entity from the shareholders personally. That “separateness” is one of the most important reasons individuals set up business entities in the first place: to shield themselves from liability. If a court does not see shareholders operating their business as a separate entity, it might personally attach liability to the shareholders. It might seem unnecessary or a waste of time to have an annual meeting; but they are necessary. As a corporation, you should make sure the annual meeting happens with notice, and there are recorded minutes of the meeting. This will satisfy the law, your bylaws, and keep that liability protection in place. If you have questions about annual meetings and meeting minutes, please reach out. I’d be happy to help.
(co-authored by Rohan Vakil)