After your Articles of Incorporation have been filed with the Wyoming Secretary of State, your next order of business is conducting your initial shareholders meeting. A corporation is legally required to hold a shareholders meeting annually. This first meeting will address the actions that need to be taken for your company to begin operations.
Action items for initial shareholders meeting:
- Adopt the corporate bylaws
- Elect and approve Board of Directors and corporate officers
- Issue stock to shareholders
- Approve necessary resolutions
- Record meeting minutes
Adopt Corporate Bylaws
By now, you should have written your corporate bylaws. These are guidelines for the structure and ownership of your company. The first order of business, then, is adopting the bylaws. From this moment forward, should you want to make changes to your bylaws, you will need to follow whatever amendment process you have laid out.
Directors and Officers
For most corporations, the initial Board of Directors and corporate officers are the actual shareholders who own the company. This action is to make official who will fill which roles, and to ensure that they fully understand the rights and responsibilities of those roles.
Once the Board of Directors has been approved, the members of the board will oversee the remainder of the meeting and approve each step.
Issue Stock
In your Articles of Organization, you will have identified the number of shares and classes of stock available. At this meeting, the Board of Directors will approve issuing the stock to shareholders.
Stock certificates can be issued, which the shareholders generally sign.
Resolutions
Resolutions are the items that need to be approved in order to begin business. Every corporation will have its own particular needs to address.
Common resolutions:
- Approving a banking institution
- Approving an attorney
- Approving an accountant (and an accounting method)
- Approving salaries and benefits
- Approving who can sign on behalf of the company (to open credit accounts, for example)
- Approving S-Corporation application (if applicable)
- Approving an insurance company
Meeting Minutes
Corporations are legally required to maintain minutes for shareholder meetings. These minutes are usually kept by the Secretary and approved at the beginning of each meeting.