Minutes of First Meeting of Corporate Directors for S-Corporation

VIEWS: 785 PAGES: 10

More Info
									This document provides a template for a corporation’s initial meeting of its board of
directors and contains a resolution whereby the Board of Directors elects to be an S
Corporation for federal income tax purposes. This template form contains standard
language common to minutes for a corporation’s first board of directors meeting as well
as opportunities to insert optional language. This document can be modified to fit the
needs of any corporation needing to record minutes for its initial board of directors
meeting that is seeking status as an S Corporation.
       MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS OF

                              [CORPORATION NAME]
                                        A [State] Corporation

The board of directors of [Corporation Name] held its first meeting on [Date] at [Address of
Meeting].

BOARD MEMBER ROLL CALL

The following director(s), being all         directors   of     [Corporation   Name],   [was/were]
present: [Director’s(s’) Name(s)].

[OR]

The following directors were present:

______________________________

______________________________

______________________________

[ADD ADDITIONAL LINES IF NECESSARY]

The following directors were absent:

_____________________________

_____________________________

_____________________________

[ADD ADDITIONAL LINES IF NECESSARY]

(The preceding section offers a choice depending on whether all board members were present
at the meeting.)

OPENING

[Director’s Name] acted as chair of the meeting and, [Director’s Name] acted as secretary of the
meeting.

The chair announced that a quorum was present and that business could be conducted. The chair
noted for the record that the meeting was held pursuant to written waiver of notice and consent to
hold the meeting and presented to the meeting the written waiver of notice and consent to the
holding of the first meeting of directors signed by each director of the corporation. The chair



© Copyright 2013 Docstoc Inc.                                                           2
instructed the secretary to make it a part of the records of the meeting and to insert it in the
minute book immediately preceding these minutes.

ADOPTION OF THE ARTICLES OF INCORPORATION

The chair announced that the corporation was incorporated on [Date of Incorporation], the date
on which the articles of incorporation were filed with the Secretary of State. The chair presented
a certified copy of the articles and directed the secretary to insert it in the corporation's minute
book. Thereafter, the board adopted the following resolution:

RESOLVED, that the articles of incorporation are hereby adopted, ratified and approved by the
board.

DESIGNATION OF AGENT FOR SERVICE OF PROCESS

The chair informed the board that the corporation is required by statute to designate an agent for
service of process in the State of [State of Incorporation], and that [Name] had been designated
as that agent in the corporation’s articles filed with the Secretary of State. The board adopted the
following resolution:

RESOLVED, that [Name of Agent for Service of Process], a resident of [State of Incorporation],
whose business street address is [Address], is appointed as the agent for service of process for
[Name of Corporation] in [State of Incorporation] as required by [State Statutory Code Section
Requiring Appointment of Agent for Service of Process].

[OR]

RESOLVED, that [Name of Corporate Agent for Service of Process], a corporation incorporated
under the laws of [State of Incorporation], which has complied with [State] [Statutory Code
Related to Corporate Agents] is appointed as the agent for service of process for [Name of
Corporation] as required by [State Statutory Code Section Requiring Appointment of Agent for
Service of Process].

(The preceding resolution offers a choice depending on whether the designated agent for
service of process is an individual or a corporation.)

ADOPTION OF BYLAWS

A copy of the corporation's bylaws, as adopted by the incorporator, were presented to the board
by the chair. The board reviewed the general provisions of the bylaws and adopted the following
resolutions:

RESOLVED, that the bylaws adopted by the incorporator of this corporation are approved; and

RESOLVED FURTHER, that the secretary of this corporation is authorized and directed to
execute a certificate of the adoption of those bylaws, to insert those bylaws as so certified in the
minute book of this corporation, and to cause a copy of those bylaws, as they may be amended
from time to time, to be kept and maintained at the principal executive office of this corporation,


© Copyright 2013 Docstoc Inc.                                                           3
in accordance with [State Statutory Code Section Requiring Maintaining Copy of Bylaws at
Corporate Office].

(Most states do not require that the board approve the bylaws as adopted by the incorporator.
However, adopting the bylaws gives the directors of a small corporation, who may also be the
officers and the shareholders, an opportunity to become familiar with the bylaws and their
content.)

APPOINTMENT OF OFFICERS

As the next order of business, the board appointed officers for the corporation. The following
persons were appointed to the offices set forth opposite their names:

Office                       Name

President                    [Officer’s Name]

Secretary                    [Officer’s Name]

Chief Financial Officer      [Officer’s Name]

[Other Titles]               [Officer’s Name]

RESOLVED that the preceding persons are hereby elected to the designated offices to serve at
the pleasure of the board until such persons resign or are terminated or replaced by duly
authorized action of the board.

ADOPTION OF FORM OF SHARE CERTIFICATE

A proposed form of share certificate was presented to the board of directors by the chair for
approval. The board adopted the following resolution:

RESOLVED, the form of share certificate as presented to the board of directors by the chair is
adopted for use by the corporation.

RESOLVED FURTHER, a copy of the form of share certificate as adopted by the board is
directed to be inserted in to the minute book by the secretary immediately following the minutes
of this meeting.

FIXING ACCOUNTING YEAR

The board discussed the importance of fixing the accounting year for the corporation, and
adopted the following resolution:

RESOLVED, that the first fiscal year of the corporation will commence on [Date of
Incorporation] and will end on [First Fiscal Year End Date and Year], and the fiscal year will
thereafter end on [Fiscal Year End Date] of each successive year.

(Before fixing the corporation’s accounting year, a tax professional should be consulted.)


© Copyright 2013 Docstoc Inc.                                                       4
PRINCIPAL EXECUTIVE OFFICE

The chair noted the desirability of designating a principal executive office for the corporation,
and the board adopted the following resolution:

RESOLVED, that [Address], is designated as the principal executive office of this corporation.

FILING OF STATEMENT OF INFORMATION

The chair advised the board that, within [Number] days after its articles were filed, and each year
thereafter, the corporation must file a Statement of Information (Domestic Stock Corporation)
(annual informational statement) with the [State of Incorporation] Secretary of State, under
[Statutory Code Section Requiring the Filing of a Statement of Information]. The board adopted
the following resolutions:

RESOLVED, that the secretary of this corporation is authorized and directed to prepare and to
file or cause to be filed with the Secretary of State the necessary statement in compliance with
[Statutory Code Section Requiring the Filing of a Statement of Information]; and

RESOLVED FURTHER, that the secretary is directed to insert a copy of the initial Statement of
Information in the minute book following the minutes of this meeting.

(Some states, such as California, require that a Statement of Information be filed after a
corporation has been formed. In states where such a requirement exists, though it may not be
required, it is advisable to add a resolution to the minutes of the first meeting of the board of
directors to help assure that the Statement of Information will be filed.)

SEAL

The chair presented to the board a proposed seal of the corporation for its approval. The board
adopted the following resolutions:

RESOLVED, that the corporate seal as presented by the chair to the board of directors is adopted
as the seal of this corporation and the secretary is directed to affix an impression of the seal to
the minutes of this meeting.

CORPORATE BANK ACCOUNTS

The board was informed that an SS-4 form had been submitted to the Internal Revenue Service,
applying for an employer identification number. Further, the [Title of Officer] informed the
board that it would be necessary to establish one or more bank checking and savings accounts.
The board responded by adopting the following resolutions:

RESOLVED, that one or more deposit accounts be established in the corporation’s name and
that the [Title of Officer] and the [Title of Officer], of this corporation, acting on behalf of the
corporation, are authorized to establish such an account or accounts, on terms and conditions as
agreed on with the bank.



© Copyright 2013 Docstoc Inc.                                                           5
RESOLVED FURTHER, that the [Title of Officer] and the [Title of Officer], acting in tandem
and on behalf of the corporation, are authorized to designate or open, from time to time, one or
more accounts in other banks, trust companies, or other financial institutions, and to keep,
maintain and close general deposit, checking or savings, and other special accounts, in such
entities.

RESOLVED FURTHER, that any officer of the corporation is authorized to endorse checks,
drafts, or other evidences of indebtedness made payable to the corporation, but only for the
purpose of deposit; and

[OR]

RESOLVED FURTHER, that the [Title of Officer] is authorized to endorse checks, drafts, or
other evidences of indebtedness made payable to the corporation, but only for the purpose of
deposit; and

[OR]

RESOLVED FURTHER, that the [Title of Officer] and the [Title of Officer] are authorized to
endorse checks, drafts, or other evidences of indebtedness made payable to the corporation, but
only for the purpose of deposit; and

RESOLVED FURTHER, that all checks, drafts, and other instruments obligating the corporation
to pay money, including instruments payable to officers or other persons authorized to sign them,
must be signed on the corporation’s behalf by two or more of any of the following officers: the
[Title of Officer], the [Title of Officer] or the [Title of Officer].

[OR]

RESOLVED FURTHER, that all checks, drafts, and other instruments obligating the corporation
to pay money, including instruments payable to officers or other persons authorized to sign them,
must be signed on the corporation’s behalf by the following officer: the [Title of Officer].

[OR]

RESOLVED FURTHER, that all checks, drafts, and other instruments obligating the corporation
to pay money, including instruments payable to officers or other persons authorized to sign them,
may be signed on the corporation’s behalf by any of the following officers: the [Title of Officer],
the [Title of Officer] or the [Title of Officer].

(Prior to opening a corporate bank account, it may be necessary to present to the bank a
certified copy of the board resolution authorizing the account. Therefore, it may be advisable
to include such resolution in the first meeting minutes. Above, there are several options as to
what officers will have the authority to endorse and sign financial instruments on behalf of
the corporation, and how many signatures are required.)

PAYMENT AND REIMBURSEMENT OF INCORPORATION EXPENSES



© Copyright 2013 Docstoc Inc.                                                          6
The [Title of Officer] presented to the board the fees and expenses incurred by the incorporator
as of the date of the meeting related to incorporation and organization of the corporation. The
board approved the following resolution:

RESOLVED, that the [Title of Officer] is authorized and directed to pay the expenses of
incorporation and organization and to reimburse the persons advancing funds to the corporation
for this purpose, as presented to the board at this meeting.

INTERNAL REVENUE CODE §1244

The board reviewed Internal Revenue Code §1244 and considered its applicability to the
corporation's common stock. The [Title of Officer] instructed that Section 1244 entitles
shareholders of a small business corporation with stock that qualifies as Section 1244 stock to
ordinary loss tax treatment for losses from such stock, and further presented the definition of a
“small business corporation” to the board as such term is defined in Internal Revenue Code
§1244(c)(3)(A). It was determined that the corporation qualifies as a small business corporation
under said section. Thereafter, the board adopted the following resolution:

RESOLVED, that this corporation intends to qualify its common stock for treatment under
Internal Revenue Code §1244, under which the corporation plans that its total equity capital and
paid-in surplus will not in any event exceed $1,000,000, that it will be largely an operating
company, with less than 50 percent of its gross receipts coming from passive sources (royalties,
rents, dividends, interest, annuities, and sales or exchanges of stocks or securities), and that it
will conform in all other respects to the requirements necessary to qualify its common stock for
treatment under Internal Revenue Code §1244.

(The foregoing is an optional resolution, and some corporations will not qualify. A tax
professional should be consulted prior to making the above resolution.)

ISSUANCE OF SHARES

Next, the issuance of shares of the corporation was brought before the board. It was noted by the
[Title of Officer] that a total of [Number] shares of common stock are authorized by the
corporation’s articles of incorporation. The [Title of Officer] informed the board that of the total
authorized number of shares, a total of [Number] shares have been issued and are currently
outstanding. The board discussed the issuance of share, and after discussion, adopted the
following resolution:

RESOLVED, that a total of [Number] shares of common stock of the corporation be issued and
sold to the following persons for the following consideration in the quantities as set forth below:

       Name                           Number of Shares       Consideration or Fair Value
                                                             (if other than cash)

       ____________________           _____________          ______________________

       ____________________           _____________          ______________________



© Copyright 2013 Docstoc Inc.                                                           7
       ____________________           _____________          ______________________


RESOLVED FURTHER, that, in accordance with applicable laws, the officers of the corporation
are authorized, empowered and directed to take all necessary actions on behalf of the corporation
to issue and sell the shares to the persons as authorized and identified above, and to take all such
additional actions as may be necessary or prudent to accomplish the purposes of this resolution.

(Before issuing shares, the board should assure that a sufficient number of shares have been
authorized by the articles, and that the issuance of shares will not be in opposition to its
intention to make certain tax elections. Therefore, legal counsel and a tax professional should
be consulted prior to the issuance of shares.)

ELECTION OF SUBCHAPTER S CORPORATION STATUS

The [Title of Officer] presented the advantages of electing to be taxed as an “S corporation”
under Internal Revenue Code Subchapter S (Internal Revenue Code §§1361-1379) to the board.
The definition of an “S corporation” was presented to the board, and it was determined that the
corporation comes within such definition. Thereafter, the following resolutions were adopted:

RESOLVED, that the corporation elects to be an “S corporation” for federal income tax purposes
as provided in Internal Revenue Code §1362(a). This election is made for the year
ending [Year] and for each successive year until such time that this election may be revoked.

RESOLVED FURTHER, that the [Title of Officer], and all such other officers of the corporation
as may be required, is authorized and directed to prepare the documents indicating this election,
execute them on behalf of the corporation, obtain the necessary signatures or consents of all
shareholders, file the documents with the appropriate authorities, and take any other actions
necessary or desirable to effect the purposes of the foregoing resolution.

(Electing to be taxed as an S Corporation is optional, and not all corporations will qualify.
Therefore, prior to making such election, it is advisable to seek the consultation of legal
counsel and a tax professional.)

ELECTION OF CHAIR OF BOARD OF DIRECTORS

The following board members were nominated to serve as Chair of the Board of Directors and an
election was held:

       [Director’s Name]

       [Director’s Name]

       [Director’s Name]

RESOLVED, that [Director’s Name] be elected as Chairman of the Board of Directors of the
Company and serve a one (1) year term.



© Copyright 2013 Docstoc Inc.                                                           8
There being no further business to come before the meeting, the meeting was adjourned by the
presiding officer at [Time].



______________________________

Secretary




© Copyright 2013 Docstoc Inc.                                                    9

								
To top