If I am the only shareholder in a C corporation, do I have to give notice of the annual meeting to myself?


4

It seems silly to me that I would have to notify myself about the annual meeting, but is this required to stay legal?

Edit: I incorporated in Delaware.

Incorporation

asked Mar 14 '12 at 12:05
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Patrick Kenny
277 points

2 Answers


5

I don't know the state in which you incorporated, so I cannot be sure that the following will be true for you.

While is certainly is possible to provide notice to yourself, there are at least two commonly-used ways to avoid that task:

  1. By attending the meeting (other than to object to its being held without notice), the shareholder consents to the meeting being held and waives any objection pertaining to lack of notice.
  2. In many closely-held corporations, shareholders dispense with the fiction of actually holding an annual meeting and, instead, prepare and sign a Unanimous Written Consent in Lieu of Annual Meeting.

Disclaimer: This information does not constitute legal advice and does not establish an attorney-client relationship.

answered Mar 15 '12 at 03:46
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Dana Shultz
6,015 points
  • Thank you! That clarifies things up quite a bit. – Patrick Kenny 7 years ago

1

First off you don't state where you are located, every country as well as every state within the USA has different rules for corporations.

In the US, generally provisions for notification are spelled out in the corporations by-laws. Generally it is possible to adopt bylaws that would permit the waiving of the notice; which then begs the question of what do your bylaws state?

Lets approach this from another prospective. The reason for setting up a C corporation in the first place is generally with the hope of either attracting investors or selling out at some point down the road. When that day comes, the people with the money are going to want to look at your books and records to see if you have crossed all the *T *s and dotted all the *I *s. If you have, things will go much smoother. If you have played it fast and loose, skipping notifications etc it will tend to raise red flags which might queer the deal.

answered Mar 14 '12 at 21:58
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Jonny Boats
4,848 points

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