Tree Ways to Make and Document Formal Corporate Decisions

There are three basic ways to make and document formal corporate decisions made by a corporation’s board of directors or shareholders.

They are:

• real meeting with minutes
• paper meeting with minutes, and
• action by written consent

Real Meeting With Minutes
Your directors or shareholders and all interested parties get together in a real meeting and discuss and vote on items of corporate business. during or after the meeting, written minutes are prepared to show the date, time, place, and purpose of the meeting and the decisions (resolutions) approved by the board of directors or shareholders.

Paper Meeting With Minutes

Under this procedure, the directors or shareholders informally agree to specific corporate action or actions, such as the election of new directors. Ten minutes are prepared as though the decision were approved at a real meeting of directors or shareholders. We call meetings of this sort paper meetings because the meeting takes place on paper only.

A paper meeting is often used by corporations that do not want to go to the trouble of holding a real meeting but do want to maintain a corporate record’s history, complete with traditional formal minutes. While not specifically sanctioned under corporate statutes, a paper meeting with minutes is a common form of corporate documentation. it should present no problems as long as the decisions reflected in the minutes of the paper meeting represent actual decisions reached by your board or shareholders. This procedure is quite similar to taking action by written consent, discussed below, with one key difference: Formal minutes are prepared when a paper meeting is held.

Action by Written Consent

This is the quickest and least formal way of taking formal corporate action. Te directors or shareholders consent to a decision or action in writing by signing a written consent form. Minutes for a real or paper meeting are not prepared. only the written consent forms are kept in the corporate records book, to indicate that directors and shareholders made necessary decisions.

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Organizational Resolutions
Register of Directors
Resignation of Director Form
Appointment of Corporate Officers
Resignation of Officer Form
Subscription of Shares
Share Certificate
Register of Shareholders
Consent and waiver for allotment of shares
Directors’ resolutions approving the allotment of shares
Consent and waiver for transfer of shares.
Shares Transfer Form
Directors’ Resolutions Approving Transfer of Shares
Notice of Organizational Meeting of Incorporators and Directors
Waiver of Notice of Meeting of Incorporators and Directors
Minutes of Organizational Meeting of Board of Directors
Waiver of Notice First Meeting of Shareholders
Minutes First Meeting of Shareholders
Notice to Directors of Regular Board Meeting
Minutes Shareholders Annual Meeting
Minutes Regular Board Meeting


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