Anthony Mancuso 
Corporate Records Handbook, The 
Meetings, Minutes & Resolutions

Keep your corporate status—and avoid personal liability


Incorporating your business is an important first step in obtaining limited liability status. To keep that status, you must observe a number of legal formalities, including holding and documenting shareholder and director meetings.


Meeting minutes form the primary paper trail of a corporation’s legal life—and
The Corporate Records Handbook provides all the instructions and forms you need to prepare them. Minutes forms include:

• Notice of Meeting

• Shareholder Proxy

• Minutes of Annual Shareholders’ Meeting

• Minutes of Annual Directors’ Meeting

• Waiver of Notice of Meeting, and

• Written Consent to Action Without Meeting.

You’ll also find more than 75 additional resolutions which let you:

• elect S corporation tax status

• borrow or lend money

• adopt pension and profit-sharing plans

• authorize bank loans

• authorize a corporate line of credit

• set up employee benefit plans

• purchase or lease a company car

• amend articles and bylaws

• and more!

The Corporate Records Handbook gives you the forms you need to keep required records.. This edition has been updated to reflect the latest changes in the law.

Tabela de Conteúdo

Your Legal Companion for The Corporate Records Handbook 1 Corporate Documents and Laws 2 Meetings, Minutes, and Written Consents—How to Document Corporation Action 3 Before You Hold Your Meeting—Prep Work and Notice 4 How to Hold a Directors’ or Shareholders’ Meeting 5 Preparing Minutes for Shareholders’ Meetings 6 Preparing Minutes for Directors’ Meetings 7 Paper Meetings 8 Action by Written Consent 9 Resolutions for Authorizing Business Transactions 10 Corporate Tax Resolutions 11 Resolutions for Amending Articles or Bylaws 12 Corporate Hiring and Appointment Resolutions 13 Conflict of Interest Resolutions 14 Resolutions for Loans to the Corporation 15 Resolutions for Loans to Insiders 16 Fringe Benefit and Reimbursement Resolutions 17 Retirement Plan Resolutions 18 Stock Dividend Resolutions 19 Stock Issuance Resolutions 20 Lawyers, Tax Specialists, and Legal Research A Appendix A: Using The Interactive Forms B Appendix B: How to Locate State Corporate Filing Offices and State Laws Online C Appendix C: Corporate Minutes Forms Index

Sobre o autor

Anthony Mancuso is a corporations and limited liability company expert. A graduate of Hastings College of the Law in San Francisco, Tony is an active member of the California State Bar. Tony writes books and software in the fields of corporate and LLC law and has studied advanced business taxation at Golden Gate University in San Francisco. He also has been a consultant for Silicon Valley EDA (Electronic Design Automation) and other technology companies. He is currently employed at Google in Mountain View, California.

Tony is the author of many Nolo books on forming and operating corporations (profit and nonprofit) and LLCs. Among his current books are The Corporate Records Handbook; How to Form a Nonprofit Corporation; Incorporate Your Business; Form Your Own Limited Liability Company; and LLC or Corporation? His books and software have shown over 500, 000 businesses and organizations how to form and operate a corporation or an LLC. Tony is a licensed helicopter pilot and guitarist.