What is this document?
This document is a script that can be used as a guideline to conduct a shareholders meeting and to understand some of the situations that can arise during the meeting.
When would I use this document?
This document can be used by management to conduct an efficient well-structured meeting, and to meet the legal requirements of an annual meeting. This document can also be used by shareholders to understand the formalities of a shareholders meeting and prepare for some of the discussions and situations that could arise.
Who signs this document?
Signatures are not required for this document.
More details about this document
The applicable incorporating statute may permit resolutions to be signed by all shareholders in lieu of meetings. Therefore, meetings may not be required to physically happen each year, depending on the type of corporation.
A corporation’s incorporating statute will stipulate when notice must be given to the shareholders in advance of the annual meeting. This notice may be required to include the purpose of the meeting and any special business that is to be conducted at it.
The shareholder meeting is normally led by the individual designated in the by-laws of the corporation or the corporation’s shareholder agreement.
What are the core elements of this document?
The core elements of an annual meeting include: Parties, Date and Time, Notice, Attendance and Quorum, Financial Matters, Nomination or Directors, and Election of Officers, Resolutions and Voting Record.
Some examples of additional clauses include Adjournment, Approval of Prior Minutes and the date of the next annual 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).