annual meeting

Business Basics: Annual Meeting for Small Corporations

Corporate meetings aren’t exactly fun; they’re tied to board rooms, suits, and a lot of financial talk. And so smaller corporations – especially those with just a handful of shareholders – often ask whether they really have to hold a meeting every, single year to effectively rubber-stamp the same board of directors and file their annual report. The answer, of course, is yes. Annual shareholder meetings are legally required for private and public corporations, regardless of size. But your annual meeting doesn’t have to be a stodgy affair. In fact, one of the best parts about being a smaller corporation is the extra little bit of freedom you have in how these meetings are run.

Forget the Board Rooms and Offices

You have to set the date of your annual shareholder meeting in your bylaws, but the location is up to you. Plenty of corporations opt for the traditional, formal meeting – everyone gathers in the office, there’s a podium, people wear suits, and everything is very cut and dry. But what if you run your business from home, as nearly half of all small business owners do? Or what if you want your annual meeting to be a bit more enjoyable? There’s absolutely nothing wrong with meeting at a restaurant, or around your kitchen table. In fact, we’ve talked to plenty of CEOs who make their annual meeting a potluck; the few shareholders they have all bring a dish, they sit down, do their formal meeting, and then spend the rest of the day eating and talking. Some states actually do set a minimum for the number of shareholders that must be present, so hosting a more laid-back meeting can help ensure people do come.

Have the agenda laid out and ready to go

The chair can technically “wing” the meeting if they have a good idea as to what needs to be voted on. Normally these meetings are to appoint and/or remove directors, modify corporate bylaws, vote on shareholder initiatives, and approve transactions requiring shareholder approval like mergers or asset sales. But it’s a better idea to list out what, exactly, needs to be brought up so you can keep the formal part of the meeting as quick and easy as possible. Different states may also require different numbers of votes depending on the transaction – sometimes a simple majority is not enough – so planning this out lets you know what numbers you actually need.

Keep your minutes light

You must keep the minutes of your annual meeting, but you do not have to transcribe every, single thing said. Note the date, time, and place of the meeting, take attendance, lay out the agenda, and record votes. If anything new is brought up during the meeting, make sure to note that as well. Otherwise, your minutes can effectively be a quick sketch of your annual meeting. Just make sure, before everyone leaves, you pass around the minutes so everyone can review them. These constitute an official document and it’s important they portray the meeting accurately.

Every corporation must host an annual meeting for its shareholders, but there’s no reason why it has to be this dreaded, boring affair. Corporations, especially those with just a handful of shareholders, have a bit of leeway as to what the meeting will actually look like. Set out the agenda, keep minutes, and vote, but feel free to make this a meeting of friends, as well as a meeting for the shareholders.

Have any questions about corporate governance? Want to form your own corporation but not sure where to start? Click here for a free consultation, or give us a call at 1-877-692-6772 and we will be happy to answer any questions you may have!

 

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B Corp Experts Weigh In: Q&A with Lisa Garrison

Lisa Garrison, Attorney, Smith Moore Leatherwood

At the firm of Smith Moore Leatherwood LLP, Lisa Garrison maintains an active business litigation practice advising and representing clients in anything from claim appeals to multiple jury trials, but she also has an active presence with companies that have socially beneficial missions. Lisa serves as the founder of the firm’s “Benefit Corporation Team” or the “B Team” which focuses on exploring and serving the legal needs of aspiring or existing “benefit” or “B Corp” companies – for-profit businesses that seek to better the world through identified social missions and by focusing on sustainability and TPL/3BL (the “triple bottom line” pillars of profits, people, and planet).

Today, we’re discussing with Lisa how the “B Team” came to be at Smith Moore Leatherwood LLP and the assistance it provides Benefit Corporations in need, the financial advantages that come with forming a B Corp, and why every entrepreneur needs to read up on the pros and cons of Benefit Corporations before starting one up.

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B Corp Experts Weigh In: Jay Coen Gilbert

Jay Coen Gilbert, B Lab Cofounder

When we first started taking a closer look at benefit corporations, we were really building off of the momentum that began with B Lab, the nonprofit that pushes for Benefit Corporation legislation and certifies B Corps. Little did we know, we’d be interviewing Jay Coen Gilbert, one of the three cofounders of B Lab, on our blog! We were so excited, we added a few extra questions in today’s interview where Jay tells us about the benefits forming a B Corp brings to society and the environment, and that for all companies, it’s most important to take the first step and see where you stand.

1. What’s the source of your passion and inspiration that drove you into your leading role in the Benefit Corporation movement?

B Lab’s three cofounders, Bart Houlahan, Andrew Kassoy and I (Jay Coen Gilbert), all share a passion for using market forces to address society’s greatest challenges. We’ve worked in business for most of our careers and hope to harness the amazing talent, passion and resources we’ve seen there to make a better world. Ultimately, we founded B Lab to serve those entrepreneurs who are using business as a force for good.

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B Corp vs. Benefit Corporation: Similar Names, Different Duties

With all this “B Corp” buzz in the air, it’s time to get one thing straight: the Benefit Corporation and the “B Corp” are not created equal. The terms are often used interchangeably, and it’s not necessarily wrong to say “B Corporation” or “B Corp” to informally describe a Benefit Corporation either.  People understandably confuse the two, since both similarly aspire to cement a social or environmental purpose in a company’s mission and corporate governance structure.

But there is still a key difference between the pair: the benefit corporation is a legal entity recognized under a state’s corporate laws, while the “B Corporation” (or B Corp) is a certification conferred upon a company by a certifying organization.  A company can be a B Corp without being a Benefit Corporation – and vice versa – but it’s important to know that while these two sound similar enough at first glance, they actually function fairly differently from one another.

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S Corporations: How They are Structured and Taxed

By Greg Lindberg, 1800Accountant.com Writer

Decision-making is a huge part of being an entrepreneur and, eventually, a start-up business owner. One of the decisions you have to make during this often challenging process is to settle on a specific business entity to operate. An S corporation is one option you can go with. 1800Accountant.com, a partner of MyCorporation, recommends understanding the following information about how S corporations are structured and taxed before choosing to set one up.

The term “S corporation” originally took on its name from Subchapter S of Chapter 1 in the federal Internal Revenue Code. In general, an S corporation does not pay federal income taxes at the corporate level. However, this does not mean it is exempt from paying taxes altogether. The difference with this type of business entity is that it elects to have its profits, losses, deductions, credit, and all other activities passed through to the shareholders who are invested in the company. These shareholders must report this financial activity on their personal income tax returns.
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Business Basics: Benefit Corporations

One of the main reasons we chose to start this blog was to help explain the facets and aspects of business that typically get overlooked. To help us do this, we decided that, every Tuesday, we are going to post a new “Business Basics” piece to discuss subjects that readers, despite being aware of, may not know much about. With that in mind, one of the first subjects we are going to look at is the Benefit Corporation.

What is a Benefit Corporation?
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Partnership 101

For the last installment in our series on the tax treatment of entity types we’re going to cover the Partnership. If you’ve been keeping up with our posts, this will seem eerily familiar. Why? Because the LLC is typically treated just like a Partnership!

The four considerations we’ve been covering are:

  1. Pass through of gains
  2. Pass through of losses
  3. Transfer of assets to the entity, and
  4. Transfer of assets from the entity

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C-Corporation 101

No one will argue with this little piggybank – money plus money is more money. In fact, that’s the best part of paying taxes – It means you’ve made money! But did you know the type of entity you select can affect your taxes?

As we mentioned last Friday, we’re doing a series on four tax considerations that may help you pick the best business type for you and help your business become more tax efficient. The considerations are: (more…)

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