Now that you’ve organized your corporation and are launching operations, one of the first questions that comes to mind may be holding meetings and managing your minutes. There are some requirements regarding these issues in the Florida Business Corporation Act, but the guidelines are both generic and complex. Plus, they don’t take into account the needs of individual corporations. Still, your business could be exposed to risk or adverse consequences if you fail to address meetings and minutes on a regular basis.
Therefore, a systematic approach is the best strategy for making sure you’re conducting meetings and updating minutes in compliance with legal requirements. A Clearwater business law and formation attorney can assist with the details, but you may find an overview helpful.
Meeting and Minute Requirements Upon Formation: A corporation must have a board of directors, who represent the stakeholders in the business, manage the company, and take responsibility for operations. You should hold your first official meeting and take minutes regarding the proceedings when you initially organize your business with the Florida Division of Corporations. Make sure to cover:
- The date and location of the meeting;
- Who was present at the meeting, including whether anyone was temporarily absent;
- The person who presided over the meeting;
- Whether a quorum was present as required by law;
- The purpose and agenda regarding the meeting; and,
- How those present voted on various issues.
This first meeting – and tracking the proceedings in the minutes – is especially important because you’re setting the framework for your corporation.
Annual Meetings and Minutes: Once a year, you should also conduct a regular corporate meeting – even if you’re not making any changes and there’s nothing new to address. The failure to engage in these corporate formalities could indicate to other, unrelated parties that you’re not really operating your business as a corporation. If you’re audited by federal, state, or local government agencies, there may be allegations that you’re actually working as a sole proprietorship. Worse, the lack of corporate formalities could come up if you’re sued in court. A successful litigant may be able to access your own personal assets to cover a judgement.
Corporate Meetings and Minutes Based Upon Special Considerations: If you are making significant changes to how your business operates, you may need to hold a meeting and take minutes before the annual event will occur. Examples of reasons to go through the proper corporate formalities may include:
- Adding or dismissing members of the board of directors;
- A change in the number of members on the board;
- A proposal to sell all or substantially all of the assets of the corporation; and,
- Many others.
A Clearwater Business Law Attorney Can Keep Your Corporation on Track
If you have additional questions about your responsibilities regarding corporate minutes and meetings, or need help drafting essential documents, please contact Clearwater Business Law. Our lawyers handle these and other tasks for business owners in Clearwater, FL and throughout Pinellas County. We’re well-versed in the legal requirements and are prepared to help guide you through the process.