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MINUTES OF SHAREHOLDER'S MEETING
MINUTES OF A MEETING OF THE SOLE SHAREHOLDER (the "Shareholder") of __________ (the "Corporation") held at __________ on 13th day of January, 2025.
The following Shareholder was present, constituting the sole member of the Corporation:
The sole Shareholder of the Corporation being present, formal notice calling the meeting was dispensed with, and the meeting declared to be regularly called.The following memorandum was then read and ordered to be inserted in these minutes: "I, the sole Shareholder of the Corporation consent to this meeting being held at the above time and place and do waive notice and publication of this meeting and consent to the transaction of such business as may have come before it, as testified by my signature below._______________________________________________________
UPON A MOTION DULY MADE, seconded and unanimously carried, _________________________ acted as Chairperson of the meeting and _________________________ as Secretary of the meeting.
The Chairperson presented to the meeting and the following resolutions were offered, seconded and unanimously adopted.
BACKGROUND:
IT WAS RESOLVED THAT:
DATED in the laws of the State of Ohio, this 13th day of January, 2025.
__________________________________________________ (Secretary)
Last Updated December 23, 2024
The minutes of a shareholders' meeting are a written record of any actions or decisions, known as resolutions in company law, made during a meeting of a corporation's shareholders.
The minutes are recorded in the corporate minute book, which should contain the historic notes from every meeting including resolutions, appointments of officers, and any other actions made by the shareholders.
The Minutes of Shareholders' Meeting document can also be referred to as:
A shareholder is a person or organization that owns one or multiple shares in a corporation. Collectively, the shareholders own the company. The more shares of stock a shareholder owns, the greater voting strength they have at shareholders meetings, provided of course, the class of shares they own comes with voting rights.
Some companies will issue a second class of shares which does not come with voting rights. This allows a company to attract investment without diluting the controlling interest in the company.
All shareholders, no matter the class, have invested in the corporation, which means they can earn dividends or see their share price rise as the corporation profits but can also lose their investment if the corporation fails.
If a shareholder invests in a corporation that goes bankrupt, the odds are they will see little return on their investment as secured creditors such as banks and bond holders are always paid first by the liquidator, followed by unsecured creditors, and then equity holders.
Shareholder meetings are regulatory requirements for corporations under the Business Corporation Act of each state and are often used to handle administrative functions.
The meeting agenda can focus on a variety of things, such as:
The actions taken in the meeting (and their results) are called resolutions, which are recorded in the company minute book as part of the minutes of the meeting. The minutes are typically reviewed at the beginning of the next meeting.
The minutes should include corporation details like the name of the corporation and the names of the chairperson and secretary of the meeting. The meeting place and time should also be found somewhere in the minutes, along with the names of the shareholders.
An important component of the meeting minutes is the section for resolutions, which are decisions made about each item on the agenda.
The resolutions can include:
The next meeting date, time, and place are also usually discussed. Often, these meetings are held annually at the same time and place, but this can differ between companies.
Lastly, the minutes are signed either by the secretary or the chairperson of the meeting.
Sample
Minutes of Shareholders' Meeting
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