Gaizer.com Tips for Business Start-ups

You should have written minutes for occasions when there is a board of directors’ meeting or shareholders participation. Documenting all these key decisions in written minutes will allow you to protect your limited liability status because you will have documentation available if creditors, the courts, or the IRS questions management decisions. Keep written minutes for:

•    Formal proceedings and meetings between shareholders and directors.
•    Real estate property deals.
•    Decisions on long-term leases.
•    Stock issuance.
•    Authorization of a loan.
•    Implementation of a retirement plan or stock option.
•    Making important tax decisions.

Making Decisions and Holding Meetings

Shareholders and directors may make most actions by written permission. If the approval is not unanimous, the decision can be made by vote and the notice needs to be sent to the non-consenting directors. Unless specified in the bylaws of the corporation, not all members need to participate in person. Shareholders may designate a proxy. Directors cannot use proxies for their directors’ meetings. Fortunately, these meetings can be held over the telephone (unless specified in the bylaws that this is not possible).