Last Updated October 12, 2023
Minutes of Shareholders' Meeting
Alternate Names:
The Minutes of Shareholders' Meeting document can also be referred to as:
- Corporate Minutes of Shareholders' Meeting
- Shareholders' Meeting Agenda
- Shareholders' Meeting Notes
- Shareholders' Meeting Minutes
What are Shareholders' Meeting Minutes?
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.
What is a shareholder?
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.
What is discussed in a shareholders' meeting?
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:
- Electing members to the board of directors
- Approving an accounting firm to review the company finances
- Business objectives and policy changes
- Executive compensation
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.
What should be recorded in meeting minutes?
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:
- Any actions taken (or agreed to be taken) during the meeting
- Voting outcomes on proposals brought forward to the board
- The outcome of motions (taken or rejected)
- Items to be held over to a meeting at a later date
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.
