How to Conduct Board Meetings for Sole Shareholders of S Corporations

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All states allow a single shareholder to create and run a corporation, including an S corporation. The Internal Revenue Service places restrictions on S corporations as a trade-off for being taxed only at the shareholder level. All corporations must observe corporate formalities, and that includes conducting board meetings. This applies even if you are the sole shareholder and sole director.

Call a board meeting. A corporation can meet the federal or state minimum requirements for corporate maintenance by having one board meeting a year. You can choose the same date each year or a date or dates that are convenient to you. As the sole shareholder and director, you do not need to send an email or written notice to anyone else. You can simply mark it on your calendar. However, if you appointed another individual as a director, you must send him a written notification of the meeting.

Craft an agenda. Even as the sole shareholder, you have decisions to make at the corporate level. These may be dividend declarations or the pursuit of -- or entry into -- new loans or the acquisition of real estate. These actions officially require approval by the board of directors, so include them on your agenda.

Hold the board meeting. If you have another director, you can hold the meeting in a place convenient to the both of you. You can also hold the meeting by phone. If the corporation has no other director, you can hold the board meeting wherever is most convenient to you. Follow the agenda for the meeting.

Take notes. If you have another director who was appointed secretary, that individual must take notes. Otherwise, as the sole shareholder and sole director, you are solely responsible for any notes. These notes will become the official meeting minutes.

Write up the meeting minutes and prepare any related resolutions. Meeting minutes are required by state law, just as the board of directors meeting is. You must type or legibly write up the meeting minutes. Include the date, start and end times, location, attendees and discussion items. Record any decisions made and any resolutions approved. Prepare and sign any applicable resolutions.


  • Software is available that makes it easy to track board of director and shareholder meetings and meeting minutes. Consider getting the software to simplify corporate administration and legal compliance.


  • You must observe the corporate formality of board meetings and meeting minutes. If you don't, you could lose the liability shielding afforded by your corporate structure, and a creditor could pursue your personal assets.

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