Shareholders' Meeting Minutes
Keep an accurate official record of your annual or special shareholders' meeting, from attendance and quorum to every motion, vote and director election.
Includes 30 days of edits
- 5 to 20 minutes
- Print-ready PDF
What is a Shareholders' Meeting Minutes?
Shareholders' meeting minutes are the written record of what happened at a meeting of a corporation's shareholders. They identify who presided and who kept the record, confirm that notice was given and a quorum was present, and record the reports presented, the motions made, the votes cast and the directors elected.
Corporations are generally required to keep minutes of shareholder meetings with their corporate records, and shareholders usually have a right to inspect them. Well-kept minutes show that the corporation follows corporate formalities, which helps preserve the limited liability protection that separates the owners from the business. Banks, buyers, auditors and courts often ask to see them.
This template walks through a meeting in the order it normally unfolds: call to order, notice and quorum, approval of prior minutes, reports, director elections, resolutions, other business and adjournment. If no quorum was present, it records that the meeting was adjourned without acting on business.
When to use it
- You held your corporation's annual meeting and need to record the election of directors.
- Shareholders met at a special meeting to approve a merger, amendment, asset sale or other major action.
- You want a clear record of how many shares were represented and how each motion was decided.
- A meeting could not proceed because a quorum was not present and you need to document the adjournment.
- You are catching up on corporate records before a financing, sale or audit.
What is included
- Corporation name, meeting type, date, time and place or virtual format
- Presiding officer and recording secretary
- Notice, waivers and record date
- Attendance list with shares held and proxy representation
- Quorum determination, or adjournment for lack of quorum
- Approval of prior minutes and reports from officers
- Election of directors with vote counts
- Motions and resolutions with mover, seconder and vote tally
- Other business, adjournment and secretary certification
How to make your Shareholder Minutes
Answer the questions
Tell us about the parties and the terms you want. Most documents take about 5 to 20 minutes.
Review the preview
Check the draft as you go and change any answer. The document updates instantly.
Download, sign and keep a copy
Download a print-ready PDF, sign it with the other parties, and give everyone a copy.
Frequently asked questions
Are shareholders' meeting minutes legally required?
Most state corporation laws require corporations to keep minutes of shareholder meetings as part of their permanent records, and bylaws often repeat that requirement. Even where the rule is less explicit, minutes are the main evidence that decisions were properly approved.
Who prepares and signs the minutes?
The corporate secretary, or another person appointed to act as secretary of the meeting, usually takes notes and prepares the minutes. The secretary signs them, and many corporations also have the chair of the meeting sign to show approval.
How detailed should the minutes be?
Minutes should record decisions rather than every comment. They typically list who attended, confirm notice and quorum, state each motion exactly as voted on and give the result, including vote counts for contested matters and director elections.
What is a quorum?
A quorum is the minimum number of shares that must be represented, in person or by proxy, for shareholders to take valid action. The required amount is set by the articles of incorporation, the bylaws and state law, and is often a majority of the shares entitled to vote.
What happens if there is no quorum?
Without a quorum, shareholders generally cannot take binding action other than adjourning the meeting to a later time. The minutes should record that a quorum was not present and when the meeting is expected to reconvene.
Should proxy votes be recorded in the minutes?
Yes. The minutes should note which shares were represented by proxy and who held the proxies, and the signed proxies are usually kept with the minutes in the corporate records.
How long should minutes be kept?
Minutes of shareholder meetings are generally kept permanently in the corporation's minute book. They may be needed years later to prove that an action was authorized.
Can shareholders act without holding a meeting?
Many states allow shareholders to act by written consent instead of a meeting, sometimes only if the consent is unanimous unless the articles allow otherwise. A written consent is a separate document from meeting minutes.
