Overview of Minutes of a Shareholder Meeting

What is this document?

Minutes of a Shareholder Meeting is a document that records who was present at the shareholders’ meeting, and what happened during the meeting. Shareholder meetings can range from brief and informal to complex and formal, depending on the type of meeting and the number of shareholders.

When would I use this document?

This document would most likely be used for the annual shareholders meeting, but can be adapted to record any shareholders meeting. Drafters are encouraged to check the corporation’s incorporating statute for meeting requirements, since it will require annual shareholders meetings to transact prescribed business, as well as other meetings for various situations. The statute may also permit the use of written resolutions signed by all shareholders in lieu of meetings.

Who signs this document?

Minutes of a Shareholder Meeting is signed by the person designated in the by-laws of the corporation or the corporation’s shareholder agreement.

More details about this document

A corporation’s incorporating statute may stipulate what is required in terms of notice to the shareholders of the annual meeting. This may include a set amount of time the notice must be sent before the meeting is conducted, as well as the purpose of the meeting and any special business that is to be conducted at it. This can be described in the minutes of the meeting, as well as whether any of the shareholders have appointed a proxy holder instead of attending the meeting themselves.

What are the core elements of this document?

The core elements of the (annual) meeting include: Parties, Date and Time, Notice, Attendance and Quorum, Business (eg. Financial Matters, Nomination of Directors, and Election of Officers), Resolutions and Record of Votes.

Some examples of additional clauses include Adjournment, Approval of Prior Minutes and the date of the next meeting.

Related Documents

  • Shareholders’ Resolution - a resolution by the shareholders approving a transaction or decision, or electing directors
  • Directors’ Resolution - major decisions (or other decisions as required in a shareholders’ agreement) will need to be ratified by the directors of the corporation
  • Minute Book - this is where the corporate records are kept. A copy of the share purchase agreement can be kept in the minute book of the corporation that issued the shares sold under the agreement
  • Shareholders’ Agreement - an agreement among shareholders dealing with how the corporation will be governed, shareholder rights etc. The share purchase agreement will usually require the purchaser of the shares to sign the shareholders’ agreement (if there is one).

Written by Rajah. Rajah Lehal is Founder and CEO of Clausehound.com. Rajah is a legal technologist and technology lawyer who is, together with the Clausehound team, capturing and sharing lawyer expertise, building deal negotiation libraries, teaching negotiation in classrooms, and automating negotiation with software.