Notice of Shareholders' Meeting
Tell your shareholders when and where the next meeting will be held, what will be decided, and how they can vote.
Includes 30 days of edits
- 5 to 20 minutes
- Print-ready PDF
What is a Notice of Shareholders' Meeting?
A notice of shareholders' meeting is the formal announcement a corporation sends to its shareholders before an annual or special meeting. It states the date, time and place of the meeting (or how to join online), the record date that decides who may vote, and the business that will be taken up.
Corporate law and most bylaws require written notice before shareholders meet, and a meeting held without proper notice can leave the decisions made at it open to challenge. For a special meeting, the notice usually has to describe the purpose of the meeting, and shareholders can generally act only on the matters described.
This notice can also explain how to vote by proxy, list the materials that come with it, and include an optional certificate of mailing so the corporation keeps a record of when and how notice was given, plus an optional waiver form for shareholders who want to confirm they do not need formal notice.
When to use it
- Your corporation is holding its regular annual meeting to elect directors and hear reports.
- The board, an officer or a group of shareholders has called a special meeting to vote on a specific matter.
- Shareholders need to approve a major decision, such as amending the articles, a merger or selling most of the company's assets.
- You want a written record showing that every shareholder of record received proper notice.
- You are moving a meeting online or to a hybrid format and need to explain how shareholders can attend and vote.
What is included
- Annual or special meeting heading with the corporation's name
- Date, time and in-person, virtual or hybrid location
- Numbered list of business to be conducted, with optional board recommendations
- Director election details and nominee list
- Record date and who is entitled to vote
- Proxy voting instructions and RSVP details
- List of enclosed materials and a contact person
- Signature of the secretary by order of the board or other caller
- Optional certificate of mailing and waiver of notice form
How to make your Meeting Notice
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
How far in advance must a shareholders' meeting notice be sent?
The timing is set by the corporation law of the state of incorporation and by the corporation's bylaws. Most states set both a minimum and a maximum number of days before the meeting. Check your bylaws and your state's corporation statute before choosing a mailing date.
What is the difference between an annual and a special meeting?
An annual meeting is the regular yearly meeting where shareholders usually elect directors and may consider other business. A special meeting is called between annual meetings for one or more specific purposes, and the notice generally has to describe those purposes.
What is a record date?
The record date is the cut-off date the board sets to decide which shareholders are entitled to receive notice and vote. Anyone who owns shares on the corporation's books on that date may vote, even if they sell their shares before the meeting.
Can shareholders' meetings be held online?
Many states now allow virtual or hybrid shareholder meetings if the corporation takes reasonable steps to verify attendees and let them participate and vote. Some states or bylaws restrict fully virtual meetings, so confirm what your state and bylaws permit.
Who signs the meeting notice?
The corporate secretary usually signs the notice, often stating that it is given by order of the board of directors. If the meeting was called by the president or by shareholders, the notice can say so.
What happens if a shareholder did not receive notice?
Actions taken at a meeting held without proper notice may be challenged. A shareholder can usually waive notice in writing, and in many states attending the meeting without objecting also counts as a waiver. This document includes an optional waiver form for that purpose.
Do I need to include a proxy card?
Private corporations are generally not required to send a proxy card, but including one makes it easier for shareholders who cannot attend to vote. Public companies are subject to federal proxy rules that this form does not cover.
Can this notice be emailed?
Many states allow notice by email or other electronic transmission if the shareholder has consented to receive notices that way. Otherwise, notice is typically mailed to the address shown in the corporation's records.
