If you are like many entrepreneurs, you have incorporated your business (or elected to have an LLC treated as an s-corp.) to receive the asset protection and tax advantages that come with it. 

But did you know that even if you are the sole shareholder, you must adhere to corporate administrative requirements? 

When you’re a solo shareholder, it’s easy to overlook the corporate formalities, but skipping these requirements can put you at risk. In order to maintain your corporation’s status as a separate legal entity, you must engage in certain corporate formalities including holding an annual shareholder meeting and filing your annual report. 

If you haven't done this and someone tries to sue you, a case can be made that the corporation hasn’t met its obligations and is really just an extension of you. Putting your personal assets in addition to the company’s resources in jeopardy. 



As a single shareholder/owner, your meetings and decisions don't have to be complicated, but you should be sure to take sometime each year to hold your meeting and document it. You’ll be protecting your corporation’s good standing, your limited liability status, and your personal assets. 

What are the Administrative Meeting Requirements for a Corporation?

All corporations need to hold, and document, an annual shareholder meeting. You can have more if needed, but one per year is the minimum. Documentation of this meeting, referred to as 'minutes', should include at minimum:

• The date, time and location of the meeting.
• Who attended. Note: for a board of directors meeting where you’re the only one attending, you’ll need to document that you hold all three officer positions (CEO, CFO/treasurer and secretary) and are in attendance.
• Agenda items with a brief description of each item.
• Voting actions – in the case of a single shareholder corporation and single director, you’ll just be documenting how you voted.
• Time when the meeting was adjourned.

You don’t have to create meeting minutes from scratch. You can find free templates online to serve as a starting point.

What should I discuss in the Annual Shareholder Meeting?

The main purpose of the annual shareholder meeting is to appoint directors (this is easy when it's just you), review dividends, owner compensation, new loans, and other significant financial changes, including accountable reimbursement plans and budgets for the new year. 

In addition, when you are a solo business owner we recommend using this time to review the vision, strategies, culture, wins, and failures of your business over the past year. Taking time to reflect on your historical financial data and create the vision that supports the goals you have for your business is an excellent was to hold yourself accountable, not to mention get those important thoughts out of your head and on to paper. 

What do I do once I have had my Annual Shareholder Meeting?

You don’t need to file your minutes with the state or anywhere else. Just keep them with your other corporate records, such as articles of incorporations, bylaws, and resolutions.