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Penalties for No Annual Meetings or Minutes Probably the biggest risk for failing to hold annual shareholder meetings, as with failing to follow other corporate formalities, is that your corporations shareholders may lose limited liability protection.
Corporations are required to hold meetings only once a year, especially if the corporation is small. The corporation must give adequate notice to company shareholders or directors and maintain annual meeting minutes, which are a written record of proceedings at the meeting.
Meeting Minutes for LLCs The meetings date, time, and location. Who wrote the minutes. The names of the members in attendance. Brief description of the meeting agenda. Details about what the members discussed. Decisions made or voting actions taken. The time that the meeting adjourned.
Annual meeting minutes are the detailed notes for the meeting of any organization that gathers on a yearly basis. The setting is usually formal with annual accounting, tax records, and any other reports to be distributed.
The minutes or consents of meetings must list out the actions considered, the resolution passed, and the vote of each director or shareholder regarding each decision. Shareholders must sign the minutes of shareholder meetings, while directors sign the minutes for board of directors meetings.
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The main purpose of annual meetings is to allow shareholders to elect the directors who are responsible for the oversight of the company and its strategic direction. In addition, shareholders may be asked to vote on matters proposed by management or by other shareholders.
The Law Requires Corporate Minutes to Be Kept. The California Corporations Code requires each corporation to keep adequate and correct written minutes of shareholder and board of directors proceedings (Corporations Code 1500). Failure to comply with this statute may, in certain cases, result in negative consequences.
State laws and a corporations bylaws will dictate specific meeting requirements for corporations. In general, however, most corporations are required to have at least one shareholders meeting per year. Corporations are also required to prepare and retain minutes of these meeting.
Notice of Meeting. Notice of the annual meeting must be given not less than 10 nor more than 90 days before the date of the meeting. (Corp. Code 7511(a).) However, the 10-day minimum in the Corporations Code was modified by Civil Code 5115, which requires at least 30 days of balloting.
By most statutes, the association must distribute or otherwise make the minutes available to association members within 30 days of the open meeting.

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