Meeting Notes Template
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Templates / Boards, committees and governance
Annual corporate minutes (shareholders and directors)

Corporate meeting minutes template

Corporate minutes for a small corporation usually cover two meetings held back to back: the annual shareholders' meeting, where shareholders elect the directors, and the annual directors' meeting, where directors usually elect officers, set officer pay, declare distributions and ratify the year's major actions. Record the shares represented, each resolution and its vote, and sign the minutes for the corporate minute book. It is written for a US corporation, including one taxed as an S corporation; S status is a federal tax election, so the corporate paperwork is the same. It isn't for the organizational meeting right after incorporating. State law and your bylaws set the rules, and the statute citations on this page are Delaware's, as an example.

Holding the first board meeting after incorporating? Use the first board meeting agenda. Running an LLC instead? Use the LLC meeting minutes template.

Best forSmall and closely held corporations, including S corporations with one to a few owners
WhenOnce a year, often both meetings on the same day
SectionsShareholders: quorum by shares, election of directors. Directors: officers, officer pay, distributions, ratification
AlternativeSigned written consents instead of a meeting, if state law and the bylaws allow
FormatsGoogle Docs, Word, Notion, Markdown
Word Markdown
[Company], Inc. minutes of the annual meetings of shareholders and directors.docx
[Company], Inc. minutes of the annual meetings of shareholders and directors
Date and time Location Fiscal year covered Minutes taken by 

Part 1: Annual meeting of shareholders

Called to order at [time] by [name], who presided. Minutes of the last annual meeting approved: as written / as corrected

Shareholders present

ShareholderSharesPresent
  In person / By proxy / Absent

Shares outstanding: Shares represented: Quorum present: Yes / No

Election of directors

Director electedShares voted forTerm
  Until the next annual meeting

Shareholders' meeting adjourned at [time].

Part 2: Annual meeting of the board of directors

Directors present: Quorum present: Yes / No Called to order at [time].

Officers elected

OfficeName
President 
Secretary 
Treasurer 

Officer compensation

OfficerAnnual salaryEffectiveNotes
   Checked with accountant: Yes / Not yet

Distributions

ShareholderOwnershipAmountPaid or to be paid
 %$Date, and any condition

Ratification of the year's major actions

  • Action, date, who signed, amount

Other resolutions

ResolutionVote
 For / Against

Action items

ItemOwnerDue
   

Adjournment and signatures

Directors' meeting adjourned at [time]. Secretary: ____________ Date: ________ Directors: ____________

Word MarkdownPastes into Google Docs, Word or Notion with headings and tables intact.
Best forSmall and closely held corporations, including S corporations with one to a few owners
WhenOnce a year, often both meetings on the same day
SectionsShareholders: quorum by shares, election of directors. Directors: officers, officer pay, distributions, ratification
AlternativeSigned written consents instead of a meeting, if state law and the bylaws allow
FormatsGoogle Docs, Word, Notion, Markdown

When to use this template

Questions people ask

Does an S corp need meeting minutes?
S corporation status is a federal tax election, not a different kind of company, so an S corp follows the same state corporate rules as any other corporation. Delaware, for example, requires an annual shareholders' meeting to elect directors unless they are elected by written consent instead (DGCL §211(b)), and minutes are how you show it happened. Check your own state's corporation code for its version of the rule. Your state law and bylaws decide the details, and this isn't legal advice.
I'm the only owner. Do I really hold a meeting with myself?
Usually you can sign written consents instead, once as sole shareholder and once as sole director, if your state law and bylaws allow it. In Delaware, shareholders can act by a written consent signed by holders of enough shares to pass the action at a meeting (DGCL §228), and directors by unanimous written consent (DGCL §141(f)), unless the certificate of incorporation (or, for directors, the bylaws) rules it out. The content is the same as this template: elect yourself director, elect the officers, approve your salary and any distributions, and ratify the year's big decisions. Sign, date and file it in the minute book.
What is the difference between shareholder minutes and director minutes?
Shareholders elect the directors and vote on fundamental changes, such as amending the certificate of incorporation (DGCL §242) or selling all or substantially all of the company's assets (DGCL §271). The board manages the business (DGCL §141(a)), so it appoints officers and decides most other matters, such as pay, distributions, loans and major contracts. In a small corporation the same people wear both hats, so the two meetings are held back to back and recorded in one document.

Sources

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