When do I Need to Hold a Meeting of Members/Shareholders?
While limited liability companies (“LLC”) are not required by Wyoming law to hold meetings of their members, a corporation must. However, it should be noted that while not required to hold meetings or follow many of the same formalities as corporations, LLCs are nevertheless still required to adhere to other formalities and maintain appropriate records.
Upon What Date Should a Shareholder Meeting be Held?
The date set for a corporation’s shareholders meetings, as well as meetings of its Board of Directors, is generally governed by the corporation’s bylaws. During the incorporation process, the initial incorporator or incorporators determine a date for those meetings. That date is set more for the convenience of the shareholders and members of the Board of Directors than any other reason. Generally speaking, both meetings occur on the same day and typically the meeting of the Board of Directors takes place immediately following the meeting of shareholders (not only because the shareholders elect, or reelect, the members of the Board of Directors for the following year, but also for the convenience of those attending the meetings).
Regardless of the date the meetings take place, notices of those meetings must be given to the shareholders and the members of the Board of Directors in writing and in advance. Of course, any shareholder (or director) may waive the notices required by law; however, any shareholder or director desiring to waive notice of any scheduled meeting should sign a waiver of notice.
What Happens After the Meeting.
Assuming a quorum is present for the shareholder meeting, and after the meeting concludes, minutes of the meeting must be prepared which reflect the corporate business discussed and the resolutions adopted. Generally the secretary of the corporation is responsible for preparation of the minutes which contain the names of those in attendance, the names and official capacities of those presiding over the meeting (generally a Chairman and Secretary), and a description of the date, time and place of the meeting. Once prepared and signed by the appropriate officer or officers, the corporate meeting minutes are placed in the corporation’s Minute Book, along with a copy of the Notice of Meeting and any Waiver of Notice signed by any shareholder or director waiving notice.
The Necessity of Records.
The necessity of keeping appropriate records for an LLC or corporation simply cannot be overstated. Whether formed in Wyoming, Nevada, Delaware or some other state, an essential part of your business must be concerned with keeping records. Although no single factor is used by courts to decide whether a LLC or corporation exists as a separate entity, failure to keep appropriate records is one significant factor in making that decision.
If you need to know more about annual shareholder meeting requirements and records for LLCs, need help with pre-meeting planning, conducting a shareholders or Board of Director’s meeting, or preparing minutes of those meetings, or if you would just like to speak with someone about your LLC or corporation, please contact Wyoming Corporate Services at 1-800-990-0433.