S Corp Meeting Minutes Requirements in California

Corporate meeting minutes in California are essential to maintain your S Corporation in good standing. Even if you’re the only shareholder, creating an official record of the meeting and compliance is essential. All California corporations must keep official minutes of meetings. These minutes serve as a record of the decision-making process and resolutions or actions taken. Read on for everything you need to know to properly record S corp meeting minutes in California.

What Are California S Corp Meeting Minutes? 

S Corp meeting minutes refer to the official written records of the discussions, decisions, and actions taken during a company’s meetings. These minutes must be edited and approved by the board as officially adopted meeting minutes. Common components of California S corp meeting minutes include:

  • The time and date of the meeting
  • The meeting location 
  • A list of attendees
  • All present members of the board or officers
  • All who were absent
  • A summary of discussions
  • A resolution with a vote for any decisions
  • Action items or next steps
  • Activities undertaken or agreed upon
  • Outcome of elections
  • Motions accepted or rejected
  • Resolutions adopted
  • New business

Are Meeting Minutes Required for S Corps in California?

S Corps are legally required to keep accurate and up-to-date meeting minutes to document their business activities. This is a legal requirement for all C corporations and S corporations in California. Several states don’t require meeting minutes for corporations. These are Delaware, Kansas, Nevada, North Dakota, and Oklahoma. 

While you’re legally required to keep S corp meeting minutes for at least 10 years in California, you’re not required to file them with any government agency. However, you must store them securely and have them on file and readily available for tax audits or legal purposes. You can store meeting minutes digitally on the cloud, servers, or hard drives and can also keep backup hard copies. 

How to Keep Meeting Minutes for S Corps in California?

The step-by-step process of recording and keeping meeting minutes for S corps in California follows a process similar to other corporate minutes. Here are the steps you’ll want to take:

  1. The chairperson or secretary will send out the meeting agenda before the meeting. The secretary or note-taker can use this as the basis for the minutes
  2. During the meeting, make a record of the time, date, and location of the meeting. You can note both the start and end times.
  3. You’ll need to record everyone present and absent from the meeting. 
  4. As the meeting progresses, note any discussions.
  5. Record the vote total for any resolutions or votes, including whether anyone abstained from voting.
  6. If any appointments were made or actions taken, these should also be recorded.
  7. After the meeting, review and edit the minutes.
  8. Ask another board member to review the minutes.
  9. Send the minutes to the board and officers for approval.
  10. In the next meeting, formally adopt or approve the minutes.

Each member, stakeholder, director, and officer should have a copy of the meeting minutes for their reference and records. If the minute-taker doesn’t share the minutes with the board and officers promptly, they may request a copy of the minutes. 

Other Legal Requirements

In addition to minutes of official meetings, S corporations in California have the option to get written consent to action to move specific business activities forward without a formal meeting. In that case, you can vote on actions by unanimous written consent. An additional requirement for California S corporations is a minutes book. Read on to understand these requirements. 

Actions by Unanimous Written Consent

In California, S corporations can adopt actions by unanimous written consent. These are actions that may be taken without a formal board meeting. Instead, all directors must consent in writing to the action

For example, if the company needs to open a new bank account for an expansion branch or office in a new state, opening the bank account, including who is authorized to open it, could be approved by a unanimous written consent of the S corporation board of directors. 

Minute Book

California corporations need to maintain a corporate minute book. In the minute book, you’re required to keep originals or copies of all the signed and approved minutes or actions by unanimous written consent. All records from special or annual meetings must be included in the minute book. This includes all official meetings of the corporation’s shareholders or directors.

What Are the Consequences if Meeting Minutes Are Not Kept in California?

In California, all corporations must hold valid corporate meetings and keep corporate minutes in a minute book as a record of those meetings. Failing to do so can result in fees, penalties, loss of liability protection, or closure of the S corporation. Failing to hold at least one annual meeting and not keeping corporate minutes could jeopardize the standing of your corporation. 

Maintaining Your California S Corporation

Accurate meeting minutes and an up-to-date minutes book are essential for a California S corporation. In addition, corporations are legally required to maintain accurate financial records as part of organizing the business. If you don’t want to hire a full-time bookkeeper, doola’s bookkeeping services can help make financial compliance easier. 

Get doola bookkeeping services so you can spend less time worrying about accounts and more time building your business!

FAQs

Can meeting minutes be prepared electronically in California?

Yes, meeting minutes can be prepared electronically in California. In addition, you may circulate meeting minutes electronically. 

How often should S Corp meetings be held in California?

The S Corps must hold meetings at least once a year in California. Of course, you can choose to hold meetings more frequently to adopt resolutions or new corporate actions. 

Do all S Corp shareholders need to be physically present at the meetings in California?

All S corporation shareholders don’t need to be physically present at all meetings in California. Depending on corporate bylaws, you may also hold meetings online. However, the meeting minutes should record shareholders not present in person or by proxy at a meeting of shareholders 

Can S Corp meeting minutes be revised or corrected in California?

Yes, meeting minutes can be revised or corrected in California. Any revisions or corrections must be formally adopted by the board and included in the minutes book as an official record. 

How long should S Corp meeting minutes be retained in California?

In California, S corporations should retain meeting minutes for at least 10 years from the date of the meeting or resolution. 

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