Sunday, November 13, 2011

The Corporate Records Handbook: Meetings, Minutes & Resolutions

The Corporate Records Handbook: Meetings, Minutes & Resolutions

Keep your corporation valid in the eyes of the IRS and courts

If you've taken the time to turn your business into a corporation, chances are you'd like to see it stay that way. Your business card may say "incorporated," but if the courts and the IRS think differently, it's closing time. Meeting minutes are the primary paper trail of your corporation's legal life, so it's essential to know when and how to prepare these minutes.

The Corporate Records Handbook provides all the forms and instructions you need to stay legal, including:
  • Call of Meeting
  • Meeting Participant List
  • Notice of Meeting
  • Certification of Mailing
  • Acknowledgment of Receipt of Notice of Meeting
  • Shareholder Proxy
  • Meeting Summary Sheet
  • Minutes of Annual Shareholders' Meeting
  • Minutes of Special Shareholders' Meeting
  • Minutes of Annual Directors' Meeting
  • Minutes of Special Directors' Meeting
  • Waiver of Notice of Meeting
  • Approval of Corporate Minutes By Directors of Shareholders
  • Cover Letter for Approval of Minutes of Paper Meeting
  • Written Consent to Action Without Meeting

    The Corporate Records Handbook gives you the forms you need to keep required records, plus more than 75 additional resolutions -- both as tear-outs and on CD-ROM

    Forms
    Notice and Minutes Forms
    Meeting Summary Sheet
    Call of Meeting
    Meeting Participant List
    Notice of Meeting
    Acknowledgment of Receipt of Notice of Meeting Proxy
    Certification of Mailing
    Minutes of the Annual Meeting of Shareholders
    Minutes of Special Meeting of Shareholders
    Minutes of Annual Meeting of Directors
    Minutes of Special Meeting of Directors
    Waiver of Notice of Meeting
    Approval of Corporate Minutes by Directors or Shareholders
    Cover Letter for Approval of Minutes of Paper Meeting
    Written Consent to Action Without Meeting

    Standard Corporate Business Resolutions
    Authorization of Treasurer to Open and Use Accounts
    Authorization of Treasurer to Open and Use Specific Corporate Account(s)
    Authorization of Corporate Account and Designation of Authorized Signers
    Authorization of Rental of Safe Deposit Box
    Adoption of Assumed Name
    Board Approval of Proposed Contract
    Approval of Lease
    Purchase of Real Property
    Authorization of Sale of Real Property
    Delegation of Authority to Corporate Employee
    Director Ratification of Employee's Acts
    Board Ratification of Contract
    Rescission of Authority of Employee
    Shareholder Ratification of Decisions or Acts
    Certification of Board or Shareholder Action
    Affidavit of Corporate Decision Making

    Acknowledgment

    Corporate Tax Resolutions
    S Corporation Tax Election
    S Corporation Shareholders' Agreement
    Accumulation of Corporate Earnings
    Qualification of Shares Under Internal Revenue Code Section 1244
    Approval of Independent Audit of Corporate Financial Records
    Approval of Corporate Tax Year
    Payment and Deduction of Organizational Expenses

    Resolutions to Amend Corporate Articles and Bylaws
    Approval of Amendment to Articles of Incorporation
    Approval of Restatement of Articles of Incorporation
    Amendment of Articles Form
    Approval of Amendment of Bylaws

    Corporate Hiring and Appointment Resolutions
    Approval of Hiring of Corporate Employee
    Approval of Bonuses and Salary Increases
    Shareholder Ratification of Employee Pay
    Approval of Independent Contractor Services
    Appointment of Corporate Officers
    Authorization of Payment for Attending Meetings
    Annual Director or Officer Stipend for Attendance at Meetings
    No Compensation for Attending Corporate Meetings
    Indemnification and Insurance for Directors and Officers

    Director Conflict-of-Interest Resolutions
    Board Approval of Transaction Benefiting a Director
    Directors' Written Consent to Transaction Benefiting a Director
    Shareholder Approval of Transaction Benefiting a Director
    Shareholder Written Consent to Transaction Involving a Director

    Resolutions for Loans to the Corporation
    Authorization of Loan at Specific Terms
    Authorization of Maximum Loan on General Terms
    Unlimited Authorization of Loans for Business Needs
    Authorization of Line of Credit
    Authorization of Line of Credit With Cap on Each Transaction
    Authorization of Loan Terms Secured by Corporate Property
    Resolution Approving Loan to Corporation
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by -Corporate Property
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
    Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
    Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
    Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
    Promissory Note: Variable Schedule of Payments of Principal and Interest

    Resolutions for Loans by the Corporation to Insiders
    Approval of Corporate Loan to Insider
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property
    Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
    Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
    Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
    Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
    Promissory Note: Variable Schedule of Payments of Principal and Interest
    Release of Promissory Note

    Employee Fringe Benefits and Business Expense Reimbursement Resolutions
    Authorization of Group Health, Accident, or Disability Insurance for Employees
    Adoption of Self-Insured Medical Reimbursement Plan
    Purchase of Group Term Life Insurance
    Authorization of Employee Death Benefit
    Agreement Regarding Death Benefits
    Purchase or Lease of Company Car
    Authorization of Payment of Standard Mileage Allowance to Employees
    Business Meal Expense Allotment for Employees
    On-Premises Meals and Lodging to Employees
    Authorization of Corporate Credit and Charge Cards for Employees
    Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Accountable Reimbursement Plan
    Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Nonaccountable Reimbursement Plan
    Authorization of Per Diem Travel Allowance for Employees
    Board Approval of Stock Bonus or Stock Option Plan

    Corporate Retirement Plan Resolutions
    Board of Directors' Adoption of Retirement Plan
    Board of Directors' Adoption of Profit-Sharing Plan
    Shareholder Ratification of Retirement Plan

    Stock Dividend Resolutions
    Declaration of Cash Dividend
    Authorization of Cash Dividend Payable in Installments
    Declaration of Year-End Dividend
    Declaration of Regular and Extra Dividend
    Declaration of Accumulated Dividend to Preferred Shareholders
    Authorization of Property Dividend to Shareholders

    Stock Issuance Resolutions
    Approval of the Issuance of Shares
    Sale and Issuance of Shares for Property
    Sale and Issuance of Shares for Indebtedness Canceled
    Sale and Issuance of Shares for Services
    Sale and Issuance of Capital Stock for Assets and Liabilities of a Business
    Bill of Sale and Agreement
    Issuance of Shares in Exchange for Assignment of Trademark, Service Mark, Patent, or Copyright Assignment
    Issuance of Shares in Return for Cash and Promissory Note (20070301) ...Read more

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    The Corporate Records Handbook: Meetings, Minutes & Resolutions

    The Corporate Records Handbook: Meetings, Minutes & Resolutions




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