Category Books

The Corporate Records Handbook: Meetings, Minutes and Resolutions »

Authors: Anthony Mancuso
ISBN-13: 9781413312034, ISBN-10: 1413312039
Format: Other Format
Publisher: NOLO
Date Published: August 2010
Edition: (Non-applicable)

Author Biography: Anthony Mancuso

Anthony Mancuso is a corporations and limited liability company expert. He graduated from Hastings College of Law in San Francisco, is a member of the California State Bar, writes books and software in the fields of corporate and LLC law, and studies advanced business taxation at Golden Gate University in San Francisco. He has also been a consultant for Silicon Valley EDA (Electronic Design Automation) companies, most recently working on a C++ open-source integrated circuit database project team. He is the author of several Nolo books on forming and operating corporations (both profit and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability Company, The Corporate Records Handbook, and LLC or Corporation?. He wrote and programmed Nolo's LLC Maker and Incorporator Pro software programs, which generate state-by-state articles and other forms for organizing corporations and LLCs. His books and software have shown over a quarter of a million businesses and organizations how to form a corporation or LLC. He also is a licensed helicopter pilot and has performed for years as a guitarist in many musical idioms.

Book Synopsis

All the forms you need to keep your corporation valid in the eyes of the IRS and courts.

The Corporate Records Handbook provides all the forms and instructions you need to keep records, prepare meeting minutes, and stay legal, including:

Call of Meeting

Shareholder Proxy

Approval of Corporate Minutes By Directors of Shareholders

and more

The Corporate Records Handbook gives you the forms you need to keep required records, plus more than 75 additional resolutions -- both as tear-outs and on CD-ROM -- to insert into your minutes. The 5th edition has been updated to reflect the latest changes in the law.

Orange County Register

"This practical guide gives step-by-step instructions plus the legal forms to be filled out and filed to keep corporate status."

	Introduction
	The Reason for This Book	2
	Which Corporate Decisions Should Be Recorded	3
	Why Key Corporate Decisions Should Be Recorded	3
	How to Use This Book	4
	When to Consult a Professional	5
Chapter 1	Corporate Documents and Laws
A	Organize Your Corporate Records	2
B	State Corporate Filing Offices	5
C	Looking Up the Law Yourself	6
Chapter 2	When to Use Corporate Meetings, Minutes, and Written Consents
A	Three Ways To Make and Document Formal Corporate Decisions	2
B	Questions and Answers About Corporate Meeting, Minutes, and Written Consents	3
Chapter 3	Preliminary Steps Before Holding a Corporate Meeting
A	Overview of Corporate Meetings	2
B	Steps To Hold a Meeting	2
Chapter 4	How to Hold a Meeting of Your Directors or Shareholders
Step 1	Call and Provide Notice of the Meeting	2
Step 2	Prepare Agenda for the Meeting	2
Step 3	Prepare Corporate Resolutions in Advance	2
Step 4	Get Together to Hold the Meeting	3
Step 5	Hold a Meeting in Cyberspace If You Have the Equipment and Know-How	3
Step 6	Appoint a Chairperson and Secretary	5
Step 7	Chairperson Calls the Meeting To Order	5
Step 8	Secretary Determines Whether a Quorum is Present	5
Step 9	Secretary Reads Minutes or Summarizes Business of Last Meeting	7
Step 10	Officers and Committees Present Reports	7
Step 11	Handle Any Unfinished Business	8
Step 12	Introduce and Discuss Specific Proposals	9
Step 13	Take the Votes of Directors or Shareholders	10
Step 14	Adjourn the Meeting	14
Chapter 5	How to Prepare Written Minutes of Shareholders' Meetings
A	Preparing Minutes of Annual Shareholders' Meetings	2
B	Preparing Minutes of Special Shareholders' Meetings	11
Chapter 6	How to Prepare Written Minutes of Directors' Meetings
A	Choosing the Correct Minutes from for a Directors' Meeting	3
B	Preparing Minutes of Annual Directors' Meetings	4
C	Preparing Minutes of Special Directors' Meetings	11
Chapter 7	How to Hold a Paper Meeting of Your Directors or Shareholders
A	Decide Whether to Hold a Paper Meeting	2
B	How to Prepare Minutes of Paper Meetings	4
Chapter 8	How to Take Action by Written Consent Without a Meeting
Step 1	Check Bylaws for Your State's Written Consent Rules	2
Step 2	Prepare Written Consent Form	3
Step 3	Place Signed Consent forms in Your Corporate Records Book	6
Chapter 9	Standard Corporate Business Resolutions
A	When to Use Resolutions in This Chapter	2
B	Bank Account Resolutions	3
C	Resolution to Adopt Assumed or Fictitious Business Name	8
D	Resolution to Approve Contract	10
E	Real Property Resolutions	11
F	Authorization or Ratification of Employee's Authority	14
G	Certification, Affidavit, or Acknowledgment of Corporate Decision Making or Document	18
Chapter 10	Corporate Tax Resolutions
A	S Corporation Tax Election	3
B	Accumulation of Earnings	8
C	Section 1244 Stock Plan	10
D	Resolution for Approval of Independent Audit	12
E	Selection of Corporate Tax Year	13
F	Resolution for Payment and Deduction of Corporate Start-Up Costs	15
Chapter 11	Resolutions to Amend Corporate Articles and Bylaws
A	Decide Whether to Amend Articles or Bylaws	3
B	Amending Articles of Incorporation	3
C	Amending Corporate Bylaws	11
Chapter 12	Corporate Hiring and Appointment Resolutions
A	Hiring and Paying Corporate Employees	3
B	Using Independent Contractors	6
C	Appointing and Paying Corporate Officers	8
D	Compensation for Attending Corporate Meetings	10
E	Approval of Indemnification for Corporate Directors, Officers, and Employees	13
Chapter 13	Director Conflict-of-Interest Resolutions
A	Approval of Business Between the Corporation and Its Directors	2
B	Resolutions for Approval of Director Conflict-of-Interest Transactions	5
C	Resolutions for Shareholder Approval	8
Chapter 14	Resolutions for Loans to the Corporation
A	When to Use Corporate Loan Resolutions	2
B	Loans to the Corporation By Banks and Other Lending Institutions	4
C	Loans to the Corporation By Shareholders and Other Insiders	11
D	Promissory Notes Overview	16
E	Sample Promissory Note Forms	19
Chapter 15	Resolutions for Loans by the Corporation to Insiders
A	Insider Loan Restrictions Under State Law	4
B	Tax Considerations and Consequences of Insider Loans	5
C	Resolution for Board and Shareholder Approval of Corporate Loan to Insider	8
D	Supporting Documentation-Promissory Notes	10
E	Release of Promissory Note	22
Chapter 16	Employee Fringe Benefits and Business Expense Reimbursement Resolutions
A	Introduction to Employee Fringe Benefits	3
B	Group Health, Accident, and Disability Insurance	5
C	Self-Insured Medical Reimbursement Plans	6
D	Resolution Authorizing Group Term Life Insurance	9
E	Authorization of Death Benefit Contract	10
F	Payment of Employee Automobile Expenses	12
G	Payment of Meals and Lodging	15
H	Resolution Authorizing Business Expenses with Corporate Credit or Charge Card	17
I	Reimbursement of Employee Business Expenses	19
J	Resolution Approving Stock Bonus or Stock Option Plan	25
Chapter 17	Corporate Retirement Plan Resolutions
A	How to Use This Chapter	2
B	Overview of Corporate Retirement Plans	4
C	Resolutions to Adopt Retirement Plans	11
Chapter 18	Stock Dividend Resolutions
A	Stock Dividend Rules	3
B	Stock Dividend Resolutions	4
Chapter 19	Stock Issuance Resolutions
A	Legal and Tax Issues Affecting Stock Issuance	3
B	Stock Issuance Resolutions	4
Chapter 20	Lawyers, Tax Specialists, and Legal Research
A	How to Find The Right Lawyer	2
B	Finding the Right Tax Advisor	5
C	How To Do Your Own Legal Research	6
Appendix A	How to Use the CD-ROM
Appendix B	Corporate Contact Information

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