What are the requrements for board meetings in an S-Corp?
What are the meeting and minute requirements?
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Answers
Board meetings must be held a minimum of yearly, but corporate bylaws can require the board to meet more frequently. The board can also choose to meet for a special meeting with fair notice. Formal meeting minutes must be kept by the board of all board meetings. Decisions made by the board should be formally documented as "board resolutions".
In its initial meeting the board of directors ratifies the corporate bylaws which defines corporate policies of how the corporation will operate. The board also appoints officers of the corporation yearly.
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Matt's answer is correct assuming that the S corporation is a corporation under its applicable state law. However, the "S corporation" is really just a tax election under the Internal Revenue Code and is not a specific type of corporation under state law. In fact, an LLC can also elect to be treated as an S corp. An LLC is not required to have a board, and if an LLC chooses to create a board inits operating agreement, there is no requirement that the board meet at any specific intervals unless the operating agreement specifies. See http://www.limitedliabilitycompanycenter.com/llcvsscorp.html
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