Does my corporation need to hold an annual meeting?

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If your business is a C-corp or S-corp incorporated in New York State (or most States for that matter), the answer probably is yes.

And keeping records of these meetings is crucial to establishing compliance with State law and regulations. In fact, failing to hold an annual meeting and keep minutes could risk your corporation’s limited liability status.

Under the New York Business Corporation Law, corporations are required to hold at least one shareholder meeting each year. The specifics of holding this annual meeting, including who can call the meeting and when held, should be found in your corporation’s bylaws. Annual meetings and minutes are required even if your corporation has only one shareholder!

So, what are some useful guidelines for complying with New York law?

  1. Make sure your corporation conducts an annual meeting in accordance with its bylaws.
  2. Take minutes of this meeting. They don’t need to be fancy. In fact, simply noting that the procedural requirements have been met and providing a brief statement of actions taken by the board and the basis for those actions should be enough. Remember that although requirements for the contents of minutes are minimal, they’re permanent corporate records.
  3. Finally, store the minutes in your corporate minute book. Although you might get occasional mailings from companies trying to convince you otherwise (for a fee, of course), minutes generally need not be filed with New York State.
Lisa Coppola

Written by Lisa Coppola

Founder of The Coppola Firm

Lisa A. Coppola, Esq. understands the challenges her clients face, whether they’re starting a new business, taking their existing operations in a new direction, or facing a claim or threat.

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