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Minutes of Shareholders' Meeting

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Frequently Asked Questions

What is the difference between a consent to action and minutes?A consent to action is a written document that describes the actions taken by the shareholders of a corporation in lieu of an actual meeting. The minutes are a written document that describes and records actions taken and resolutions passed by the shareholders during a regular or special meeting of the shareholders.You can select Shareholders' Consent to Action Without Meeting from the All Products page instead if you prefer.What is the Jurisdiction of Incorporation?The Jurisdiction of Incorporation is the state in which the corporation was incorporated or the state in which the corporation was continued. If you are unsure of your corporation's jurisdiction, check your articles of incorporation or corporate charter.

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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 26th day of April, 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:

The Corporation is a corporation organized and operating in accordance with the laws of the State of Alabama.
The Shareholder desires to make certain resolutions.

IT WAS RESOLVED THAT:

_________________________
There being no further business to come before the meeting, the meeting was adjourned.

DATED in the laws of the State of Alabama, this 26th day of April, 2025.

_________________________
_________________________ (Secretary)

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Last Updated April 16, 2025

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What are Shareholders’ Meeting Minutes?

Minutes of a Shareholders’ Meeting are records of important corporate decisions, resolutions, and actions made during a shareholders’ meeting. Corporate meeting resolutions are formal records of decisions the board of directors and shareholders agree upon.

Minutes of Shareholders’ Meetings’ are also known as:

Annual general meeting of shareholders’ minutes
Special meeting minutes of shareholders’
Corporate shareholders’ meeting minutes

What is the purpose of shareholder meeting minutes?

Companies write shareholders’ meeting minutes to comply with state law. Meeting minutes ensure transparency, accountability, and compliance with legal and regulatory obligations.

Governments require corporations to use meeting minutes to create a formal, verifiable record of discussions, decisions, and actions during meetings. Shareholder meetings that require minutes discuss various topics, including:

Changes or elections for board members
Corporate policy and objectives
Accounting practices
Executive wages

Shareholders sometimes make important decisions outside of a formal shareholders’ meeting. If shareholders make corporate decisions outside a meeting, they can use a Shareholders’ Consent to Action Without Meeting form.

How do you write minutes for a shareholders’ meeting?

Minutes include fundamental information about the attendees and their decisions, actions, and resolutions.

To write effective meeting minutes, include:

Information about the corporation, such as the state of incorporation and the company's name
The names of the chairperson, shareholders, and secretary
The date and address of the meeting
Decisions for each item on the agenda

It is important to note that meeting minutes are not verbatim records. Instead, they include the key facts and choices the shareholders made during the meeting.

LawDepot’s free Minutes of Shareholders’ Meeting template provides security and assurance that your corporation follows proper standards and regulations.

Who should take minutes at a shareholders’ meeting?

The secretary of the meeting, or an appointed administrative person, usually takes corporate meeting minutes. The minute-taker is fundamental, as they write truthful, accurate, and unbiased notes about the meeting’s resolutions.

Typically, the secretary or administrative minute-taker sits close to the chairperson so that they can quickly clarify key points and verify the details of any resolutions or decisions made. Since meeting minutes are often a legal corporate requirement, the appointed minute-taker needs to be a careful and accurate writer. Meeting minutes should be concise and to the point.

Who signs Shareholders’ Meeting Minutes?

State requirements for Minutes of Shareholders’ Meetings

Regulations and laws regarding meeting minutes vary by state. Some states require the legal recording of meeting minutes. Meeting minutes are fundamental for tracking significant business decisions and agreements.

The legal requirements for Minutes of Shareholders’ Meetings for each state are:

State	Are meeting minutes legally required?	Legislation
Alabama	Yes	Under Ala. Code § 10A-2A-16.01, stockholder and shareholder meeting minutes are a legal requirement.
Alaska	Yes	Under the Alaska Corporations Code, you must write minutes for any shareholder meetings or proceedings.
Arizona	Yes	In Arizona, minute-takers must keep permanent records (minutes) of shareholder meetings in accordance with Arizona Revised Statutes § 10-1601(A).
Arkansas	Yes	In Arkansas, Ark. Code § 4-26-715(a) requires you to take minutes to record decisions made in shareholders’ meetings and their proceedings.
California	Yes	Under California Corp. Code § 1500, you must take minutes for any shareholder meeting or proceeding.
Colorado	Yes	It is a legal requirement to take meeting minutes at meetings of shareholders in Colorado, according to Colo. Rev. Stat. § 7-116-101.
Connecticut	Yes	The CT Gen Stat § 33-945(a) requires minutes for any meeting of an organization's board of directors or shareholders.
Delaware	Yes	According to 8 DE Code § 142, an officer must record the proceedings of meetings of shareholders.
District of Columbia (D.C.)	Yes	D.C. Code § 29–313.01 requires that corporations record and save minutes for all shareholders’ meetings.
Florida	Yes	In Florida, taking minutes at shareholders’, board of directors, and board committee meetings is a legal requirement.
Georgia	Yes	According to Ga. Code § 14-2-1601, corporations are legally required to take and keep minutes from shareholders’ meetings.
Hawaii	Yes	According to the Hawaii Business Corporation Act, all corporations in Hawaii must write shareholder meeting minutes.
Idaho	Yes	All Idaho corporations must keep shareholder meeting minutes, according to Code § 30-30-1101.
Illinois	Yes	Minutes are legally required to be taken and saved for any shareholders’ meetings or proceedings in Illinois.
Indiana	Yes	In Indiana, corporations are legally required to take meeting minutes for all shareholders’ meetings.
Iowa	Yes	In Iowa, meeting minutes are required for shareholder, board director, and board committee meetings.
Kansas	No	Although Kansas has statutes requiring board member meeting minutes, there is no legal requirement to write shareholders’ meeting minutes for most corporations in Kansas. However, it is always in a company's best interest.
Kentucky	Yes	In Kentucky, corporations are legally required to take minutes for all shareholder and board of director meetings.
Louisiana	Yes	Louisiana legislation requires that a corporation take and keep all minutes taken at any shareholders’ meetings.
Maine	Yes	Maine requires that corporations record and keep shareholder meeting minutes, according to Title 13-C, §1601.
Maryland	Yes	Md. Code, Corp. & Ass'ns § 2-111(a)(2) requires minutes for all shareholder meetings and proceedings.
Massachusetts	Yes	Corporations must keep meeting minutes for all Massachusetts shareholder and board of director meetings.
Michigan	Yes	It is required to take meeting minutes for all shareholder, member, board, and executive committee meetings and proceedings in Michigan.
Minnesota	Yes	In Minnesota, it is a legal requirement to keep minute records of all corporation shareholder meetings and proceedings.
Mississippi	Yes	According to Miss. Code Ann. § 79-4-16.01, corporations must produce and keep minutes for shareholder and board of director meetings.
Missouri	Yes	Corporations need to take and keep meeting minutes for proceedings and meetings of shareholders in Missouri.
Montana	Yes	In Montana, all corporate actions and meetings of shareholders, board of directors, and board committees must have accompanying minutes.
Nebraska	Yes	Nebraskan corporations must take and keep minutes for all shareholder meetings and proceedings.
Nevada	No	Nevada legislation does not require corporations to take and keep shareholder meeting minutes. However, companies should still take minutes to provide proof of business decisions.
New Hampshire	Yes	According to N.H. Rev. Stat. § 293-A:16.01(a), corporate records, including minutes for all shareholders’ meetings, must be taken and saved.
New Jersey	Yes	According to section 14A:5-28(1) of the New Jersey Statutes, all New Jersey corporations must create and save minutes for shareholders’ meetings.
New Mexico	Yes	N.M. Stat. § 53-11-50(A) states that corporations must take minutes for all shareholders’ meetings.
New York	Yes	New York Business Corporation Law requires that a minute-taker writes minutes at shareholder meetings.
North Carolina	Yes	N.C. Gen. Stat. § 55-16-01(a)(4) requires corporations to take proper meeting minutes at any board of directors, shareholders, or board committee meeting.
North Dakota	Yes	According to section 10-19.1-84 of the North Dakota Code (North Dakota Business Corporation Act), records of all proceedings of shareholders must be taken and kept for three years.
Ohio	Yes	You must take and keep minutes for shareholders’ meetings in Ohio, according to Ohio Rev. Code § 1701.37(A).
Oklahoma	Yes	Oklahoma requires corporations to have annual shareholders' meetings, at which an officer must take minutes to record the proceedings.
Oregon	Yes	Oregon corporations must have minutes written for shareholders’ meetings.
Pennsylvania	Yes	According to 15 PA Cons Stat § 1508(a), corporations must take and keep minutes of shareholders’ meetings in Pennsylvania.
Rhode Island	Yes	R.I. Gen. Laws § 7-1.2-1502(a) requires that corporations keep minutes for all meetings and proceedings of their shareholders.
South Carolina	Yes	Corporations in South Carolina must take and save minutes for shareholder or board of director meetings.
South Dakota	Yes	According to S.D. Codified Laws § 47-1A-1601, corporations are required to write and keep minute records for all shareholders’ meetings.
Tennessee	Yes	Tennessee corporations must record and save minutes for all shareholders’ meetings.
Texas	Yes	Texas statutes require that corporations record and save shareholders’ meeting minutes.
Utah	Yes	Utah legislation requires that corporations record and keep all shareholder meeting minutes.
Vermont	Yes	Corporations must record minutes for all Vermont shareholder and board of director meetings.
Virginia	Yes	Virginian corporations need to take and save minutes for all shareholders’ meetings.
Washington	Yes	Title 23B of the Washington Business Corporation Act requires any Washington corporation to record minutes for shareholder meetings.
West Virginia	Yes	West Virginian corporations are legally required to take and keep shareholder meeting minutes.
Wisconsin	Yes	Corporate shareholder meeting minutes must be taken and saved in Wisconsin.
Wyoming	Yes	Wyoming statutes require that corporations record and keep minutes for all shareholders’ meetings.