S Corp Meeting Minutes Template: A Comprehensive Guide

Key Takeaways

• S corp meeting minutes are a critical corporate record for compliance and protection of limited liability.
• The meeting minutes should be consistent, comprehensive, and include details like date, time, attendees, and key decisions made.
• Failure to maintain proper meeting minutes can result in the loss of liability protection and legal complications.
• S corps may take corporate action without a meeting in certain states through written consents.
• Proper steps should be followed for keeping meeting minutes to avoid legal and tax-related issues.

S corp meeting minutes are one of the requirements that come with structuring your business as an S corp. While the meeting minutes may seem like a small requirement, they are actually a very large responsibility that should be taken seriously.

Corporations and Requirements

While structuring a business as a corporation and then electing to be viewed as an S corp for tax purposes has many benefits and this also comes with requirements.

• Board of directors
• Officers elected by the board of directors
• Meeting minutes

Most state laws set out these requirements. For example, there are no federal laws requiring the keeping of meeting minutes. However, the IRS will ask for them if the company is being audited.

There are no requirements to file meeting minutes but the state copies should be kept with the corporate records. These detailed records of corporate action can be helpful in the future. Lawsuits or other legal issues may be truncated by these records.

Importance of S Corp Meeting Minutes

S corp meeting minutes serve as a legal record of the decisions and actions taken during a meeting, ensuring compliance with both state law and IRS regulations. While federal law does not mandate meeting minutes, they play a crucial role in demonstrating the corporation's proper structure, maintaining liability protection, and safeguarding the S corp's tax status. Failing to maintain these records can jeopardize the corporation's legal status and the protection it provides its shareholders.

Meeting Minutes

The minutes should either be handwritten or printed. The same format should be used for all meeting minutes so that when looking for an item, someone can look in the correct spot to find the detail.

The format for the meeting minutes can include:

• Time the meeting took place
• Date the meeting occurred
• Location of the meeting
• Who was present at the meeting
• Who was absent from the meeting
• Issues and matters discussed at the meeting or tabled for future discussion
• Votes taken and results or actions

Note that all shareholders, officers and directors are legally entitled to ask for copies of the meeting minutes. These requests are important and should be taken seriously. Legal action can be taken if the meeting minutes are not provided after a valid request.

S Corp Meeting Minutes Template

A well-organized S corp meeting minutes template can simplify record-keeping and ensure that all necessary information is captured. The following sections should be included in the template:

• Header:
  • Date and time of the meeting
  • Location of the meeting
  • List of attendees and absentees
• Body:
  • Brief overview of the topics discussed
  • Any decisions made or motions put forward
  • Voting results or actions taken
  • Officer and shareholder approvals
• Footer:
  • Time of adjournment
  • Signatures of those present

This standardized format allows shareholders, officers, and legal authorities to review the meeting's proceedings efficiently. A well-documented template ensures consistency and clarity across multiple meetings, reducing the risk of legal discrepancies.

Corporate Action without a Meeting

Meetings are not required in all states for a corporation to take action. However, in these states, the written consent must be obtained by a predetermined number of shareholders in order for the action to be taken. These consents by the shareholders should be kept with the rest of the meeting minutes because they are, in fact, meeting minutes. This formula for written consent can be very convenient for the corporation. This is especially true for corporations with a small number of shareholders where formal meetings can become an unnecessary burden.

Written Consent in Lieu of Meetings

In states where formal meetings are not required, S corps may opt for corporate action through written consent. Written consents must be signed by a majority of shareholders to be valid. These consents act as meeting minutes, documenting the decision-making process and ensuring that the corporation’s records reflect all actions taken. This method is particularly beneficial for S corps with a small number of shareholders or for those who need to take immediate action without convening a formal meeting.

Consequences When Meeting Minutes are Not Kept

If a corporation fails to keep meeting minutes, the consequences may be dire.

Obviously, the most severe penalty for a corporation is the loss of the liability protection it provides its shareholders. This means that the shareholder’s personal assets may be used to satisfy debts and legal liabilities. This piercing of the corporate veil can occur when a corporation fails to keep a proper set of records, books and minutes.

Legal Risks of Missing Meeting Minutes

Failing to maintain meeting minutes could expose an S corp to several legal risks. The most serious consequence is the potential "piercing of the corporate veil," which could result in shareholders losing their limited liability protection. Without proper documentation, a corporation might also struggle to defend its actions in case of litigation or an IRS audit. Maintaining accurate and complete minutes ensures that the corporation can substantiate its actions and preserve its legal and tax standing.

How to Keep Meeting Minutes

As described above, meeting minutes are important for an S corporation. There are some simple steps to take to ensure that your S corp satisfies this requirement.

1. Review the agenda prior to the meeting
2. Record the facts about the meeting, like was it a regular or special meeting, who is present, who is missing, the name of the corporation, time, date, location and who is keeping the minutes
3. Outline the agenda and write anything of note
4. Actions taken must be recorded
5. Motions made should be recorded and the result of each motion
6. Notices provided at the meeting
7. Points of order as a parliamentary issue should be recorded
8. The minutes should include reports provided at the meeting
9. The time of adjournment should be recorded.
10. The minutes should be reviewed and approved
11. The approved minutes should be placed in the corporation’s files for minutes

Many people do not understand the important legal requirement of meeting minutes for an S corporation. Hopefully, our article made you aware of just how important this requirement is for any S corporation.

Best Practices for S Corp Meeting Minutes

To ensure compliance, consider the following best practices for keeping meeting minutes:

• Always review the agenda before the meeting to ensure all key topics are covered.
• Accurately document the actions, motions, and votes, including details such as names and results.
• Ensure that all minutes are signed by the relevant individuals (e.g., corporate secretary or officers).
• Keep minutes in an organized filing system where they can be easily retrieved if needed.
• Regularly review and update the minutes, especially if any decisions or actions are challenged.

By adhering to these practices, S corps can create a reliable and legally sound record of their operations.

Frequently Asked Questions

1. What should be included in S corp meeting minutes?
   S corp meeting minutes should include the date, time, and location of the meeting, attendees, topics discussed, motions made, voting results, and the time of adjournment.
2. Is it required to keep meeting minutes for an S corp?
   While there are no federal laws requiring S corps to keep meeting minutes, it is highly recommended to do so for legal protection, compliance, and record-keeping purposes.
3. What happens if an S corp fails to keep meeting minutes?
   Failing to keep meeting minutes can result in the loss of limited liability protection for shareholders, which means personal assets may be at risk in legal matters.
4. Can an S corp take action without holding a meeting?
   Yes, in some states, S corps can take action through written consent signed by the required number of shareholders, bypassing the need for a formal meeting.
5. How can I ensure my S corp meeting minutes are legally compliant?
   Follow a consistent template for all meetings, document all key decisions, and ensure that meeting minutes are reviewed, signed, and stored properly for future reference.

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