The Corporate Records Handbook: Meetings, Minutes & Resolutions - Softcover
Keep your corporation valid in the eyes of the IRS and courts
If you've taken the time to turn your business into a corporation, chances are you'd like to see it stay that way. Your business card may say "incorporated," but if the courts and the IRS think differently, it's closing time. Meeting minutes are the primary paper trail of your corporation's legal life, so it's essential to know when and how to prepare these minutes.
The Corporate Records Handbook provides all the forms and instructions you need to stay legal, including:
Call of Meeting
Meeting Participant List
Notice of Meeting
Certification of Mailing
Acknowledgment of Receipt of Notice of Meeting
Shareholder Proxy
Meeting Summary Sheet
Minutes of Annual Shareholders' Meeting
Minutes of Special Shareholders' Meeting
Minutes of Annual Directors' Meeting
Minutes of Special Directors' Meeting
Waiver of Notice of Meeting
Approval of Corporate Minutes By Directors of Shareholders
Cover Letter for Approval of Minutes of Paper Meeting
Written Consent to Action Without Meeting
The Corporate Records Handbook gives you the forms you need to keep required records, plus more than 75 additional resolutions -- both as tear-outs and on CD-ROM
Forms
Notice and Minutes Forms
Meeting Summary Sheet
Call of Meeting
Meeting Participant List
Notice of Meeting
Acknowledgment of Receipt of Notice of Meeting Proxy
Certification of Mailing
Minutes of the Annual Meeting of Shareholders
Minutes of Special Meeting of Shareholders
Minutes of Annual Meeting of Directors
Minutes of Special Meeting of Directors
Waiver of Notice of Meeting
Approval of Corporate Minutes by Directors or Shareholders
Cover Letter for Approval of Minutes of Paper Meeting
Written Consent to Action Without Meeting
Standard Corporate Business Resolutions
Authorization of Treasurer to Open and Use Accounts
Authorization of Treasurer to Open and Use Specific Corporate Account(s)
Authorization of Corporate Account and Designation of Authorized Signers
Authorization of Rental of Safe Deposit Box
Adoption of Assumed Name
Board Approval of Proposed Contract
Approval of Lease
Purchase of Real Property
Authorization of Sale of Real Property
Delegation of Authority to Corporate Employee
Director Ratification of Employee's Acts
Board Ratification of Contract
Rescission of Authority of Employee
Shareholder Ratification of Decisions or Acts
Certification of Board or Shareholder Action
Affidavit of Corporate Decision Making
Acknowledgment
Corporate Tax Resolutions
S Corporation Tax Election
S Corporation Shareholders' Agreement
Accumulation of Corporate Earnings
Qualification of Shares Under Internal Revenue Code Section 1244
Approval of Independent Audit of Corporate Financial Records
Approval of Corporate Tax Year
Payment and Deduction of Organizational Expenses
Resolutions to Amend Corporate Articles and Bylaws
Approval of Amendment to Articles of Incorporation
Approval of Restatement of Articles of Incorporation
Amendment of Articles Form
Approval of Amendment of Bylaws
Corporate Hiring and Appointment Resolutions
Approval of Hiring of Corporate Employee
Approval of Bonuses and Salary Increases
Shareholder Ratification of Employee Pay
Approval of Independent Contractor Services
Appointment of Corporate Officers
Authorization of Payment for Attending Meetings
Annual Director or Officer Stipend for Attendance at Meetings
No Compensation for Attending Corporate Meetings
Indemnification and Insurance for Directors and Officers
Director Conflict-of-Interest Resolutions
Board Approval of Transaction Benefiting a Director
Directors' Written Consent to Transaction Benefiting a Director
Shareholder Approval of Transaction Benefiting a Director
Shareholder Written Consent to Transaction Involving a Director
Resolutions for Loans to the Corporation
Authorization of Loan at Specific Terms
Authorization of Maximum Loan on General Terms
Unlimited Authorization of Loans for Business Needs
Authorization of Line of Credit
Authorization of Line of Credit With Cap on Each Transaction
Authorization of Loan Terms Secured by Corporate Property
Resolution Approving Loan to Corporation
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by -Corporate Property
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
Promissory Note: Variable Schedule of Payments of Principal and Interest
Resolutions for Loans by the Corporation to Insiders
Approval of Corporate Loan to Insider
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
Promissory Note: Variable Schedule of Payments of Principal and Interest
Release of Promissory Note
Employee Fringe Benefits and Business Expense Reimbursement Resolutions
Authorization of Group Health, Accident, or Disability Insurance for Employees
Adoption of Self-Insured Medical Reimbursement Plan
Purchase of Group Term Life Insurance
Authorization of Employee Death Benefit
Agreement Regarding Death Benefits
Purchase or Lease of Company Car
Authorization of Payment of Standard Mileage Allowance to Employees
Business Meal Expense Allotment for Employees
On-Premises Meals and Lodging to Employees
Authorization of Corporate Credit and Charge Cards for Employees
Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Accountable Reimbursement Plan
Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Nonaccountable Reimbursement Plan
Authorization of Per Diem Travel Allowance for Employees
Board Approval of Stock Bonus or Stock Option Plan
Corporate Retirement Plan Resolutions
Board of Directors' Adoption of Retirement Plan
Board of Directors' Adoption of Profit-Sharing Plan
Shareholder Ratification of Retirement Plan
Stock Dividend Resolutions
Declaration of Cash Dividend
Authorization of Cash Dividend Payable in Installments
Declaration of Year-End Dividend
Declaration of Regular and Extra Dividend
Declaration of Accumulated Dividend to Preferred Shareholders
Authorization of Property Dividend to Shareholders
Stock Issuance Resolutions
Approval of the Issuance of Shares
Sale and Issuance of Shares for Property
Sale and Issuance of Shares for Indebtedness Canceled
Sale and Issuance of Shares for Services
Sale and Issuance of Capital Stock for Assets and Liabilities of a Business
Bill of Sale and Agreement
Issuance of Shares in Exchange for Assignment of Trademark, Service Mark, Patent, or Copyright Assignment
Issuance of Shares in Return for Cash and Promissory Note
If you've taken the time to turn your business into a corporation, chances are you'd like to see it stay that way. Your business card may say "incorporated," but if the courts and the IRS think differently, it's closing time. Meeting minutes are the primary paper trail of your corporation's legal life, so it's essential to know when and how to prepare these minutes.
The Corporate Records Handbook provides all the forms and instructions you need to stay legal, including:
The Corporate Records Handbook gives you the forms you need to keep required records, plus more than 75 additional resolutions -- both as tear-outs and on CD-ROM
Forms
Notice and Minutes Forms
Meeting Summary Sheet
Call of Meeting
Meeting Participant List
Notice of Meeting
Acknowledgment of Receipt of Notice of Meeting Proxy
Certification of Mailing
Minutes of the Annual Meeting of Shareholders
Minutes of Special Meeting of Shareholders
Minutes of Annual Meeting of Directors
Minutes of Special Meeting of Directors
Waiver of Notice of Meeting
Approval of Corporate Minutes by Directors or Shareholders
Cover Letter for Approval of Minutes of Paper Meeting
Written Consent to Action Without Meeting
Standard Corporate Business Resolutions
Authorization of Treasurer to Open and Use Accounts
Authorization of Treasurer to Open and Use Specific Corporate Account(s)
Authorization of Corporate Account and Designation of Authorized Signers
Authorization of Rental of Safe Deposit Box
Adoption of Assumed Name
Board Approval of Proposed Contract
Approval of Lease
Purchase of Real Property
Authorization of Sale of Real Property
Delegation of Authority to Corporate Employee
Director Ratification of Employee's Acts
Board Ratification of Contract
Rescission of Authority of Employee
Shareholder Ratification of Decisions or Acts
Certification of Board or Shareholder Action
Affidavit of Corporate Decision Making
Acknowledgment
Corporate Tax Resolutions
S Corporation Tax Election
S Corporation Shareholders' Agreement
Accumulation of Corporate Earnings
Qualification of Shares Under Internal Revenue Code Section 1244
Approval of Independent Audit of Corporate Financial Records
Approval of Corporate Tax Year
Payment and Deduction of Organizational Expenses
Resolutions to Amend Corporate Articles and Bylaws
Approval of Amendment to Articles of Incorporation
Approval of Restatement of Articles of Incorporation
Amendment of Articles Form
Approval of Amendment of Bylaws
Corporate Hiring and Appointment Resolutions
Approval of Hiring of Corporate Employee
Approval of Bonuses and Salary Increases
Shareholder Ratification of Employee Pay
Approval of Independent Contractor Services
Appointment of Corporate Officers
Authorization of Payment for Attending Meetings
Annual Director or Officer Stipend for Attendance at Meetings
No Compensation for Attending Corporate Meetings
Indemnification and Insurance for Directors and Officers
Director Conflict-of-Interest Resolutions
Board Approval of Transaction Benefiting a Director
Directors' Written Consent to Transaction Benefiting a Director
Shareholder Approval of Transaction Benefiting a Director
Shareholder Written Consent to Transaction Involving a Director
Resolutions for Loans to the Corporation
Authorization of Loan at Specific Terms
Authorization of Maximum Loan on General Terms
Unlimited Authorization of Loans for Business Needs
Authorization of Line of Credit
Authorization of Line of Credit With Cap on Each Transaction
Authorization of Loan Terms Secured by Corporate Property
Resolution Approving Loan to Corporation
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by -Corporate Property
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
Promissory Note: Variable Schedule of Payments of Principal and Interest
Resolutions for Loans by the Corporation to Insiders
Approval of Corporate Loan to Insider
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
Promissory Note: Variable Schedule of Payments of Principal and Interest
Release of Promissory Note
Employee Fringe Benefits and Business Expense Reimbursement Resolutions
Authorization of Group Health, Accident, or Disability Insurance for Employees
Adoption of Self-Insured Medical Reimbursement Plan
Purchase of Group Term Life Insurance
Authorization of Employee Death Benefit
Agreement Regarding Death Benefits
Purchase or Lease of Company Car
Authorization of Payment of Standard Mileage Allowance to Employees
Business Meal Expense Allotment for Employees
On-Premises Meals and Lodging to Employees
Authorization of Corporate Credit and Charge Cards for Employees
Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Accountable Reimbursement Plan
Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Nonaccountable Reimbursement Plan
Authorization of Per Diem Travel Allowance for Employees
Board Approval of Stock Bonus or Stock Option Plan
Corporate Retirement Plan Resolutions
Board of Directors' Adoption of Retirement Plan
Board of Directors' Adoption of Profit-Sharing Plan
Shareholder Ratification of Retirement Plan
Stock Dividend Resolutions
Declaration of Cash Dividend
Authorization of Cash Dividend Payable in Installments
Declaration of Year-End Dividend
Declaration of Regular and Extra Dividend
Declaration of Accumulated Dividend to Preferred Shareholders
Authorization of Property Dividend to Shareholders
Stock Issuance Resolutions
Approval of the Issuance of Shares
Sale and Issuance of Shares for Property
Sale and Issuance of Shares for Indebtedness Canceled
Sale and Issuance of Shares for Services
Sale and Issuance of Capital Stock for Assets and Liabilities of a Business
Bill of Sale and Agreement
Issuance of Shares in Exchange for Assignment of Trademark, Service Mark, Patent, or Copyright Assignment
Issuance of Shares in Return for Cash and Promissory Note
"synopsis" may belong to another edition of this title.
About the Author:
Anthony Mancuso is a corporations and limited liability company expert. He graduated from Hastings College of Law in San Francisco, is a member of the California State Bar, writes books and software in the fields of corporate and LLC law, and studies advanced business taxation at Golden Gate University in San Francisco. He has also been a consultant for Silicon Valley EDA (Electronic Design Automation) companies, most recently working on a C++ open-source integrated circuit database project team. He is the author of several Nolo books on forming and operating corporations (both profit and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability Company, The Corporate Records Handbook, and LLC or Corporation?. He wrote and programmed Nolo's LLC Maker and Incorporator Pro software programs, which generate state-by-state articles and other forms for organizing corporations and LLCs. His books and software have shown over a quarter of a million businesses and organizations how to form a corporation or LLC. He also is a licensed helicopter pilot and has performed for years as a guitarist in many musical idioms.
Review:
"This practical guide gives step-by-step instructions plus the legal forms to be filled out and filed to keep corporate status." (Orange County Register 2007-04-01)
"Should be a part of any serious business library -- and any corporate library." (Bookwatch 2007-03-01)
"Should be a part of any serious business library -- and any corporate library." (Bookwatch 2007-03-01)
"About this title" may belong to another edition of this title.
- PublisherNOLO
- Publication date2010
- ISBN 10 1413312039
- ISBN 13 9781413312034
- BindingPaperback
- Edition number5
- Number of pages610
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