The first board meeting or written consent organizes the corporation after incorporation. It creates the starting record that later directors, accountants, lenders and buyers use to understand how the company was set up.
A written consent can be simpler for a small corporation, but it still needs the same decisions, dates and signatures as a meeting record.
Before the meeting
- Collect the articles, certificate of incorporation, bylaws and any shareholder agreement.
- Confirm who the initial directors are and who is entitled to vote.
- Prepare an agenda that separates organizational decisions from later business decisions.
- Bring the initial capitalization plan, proposed share classes and ownership percentages.
Organize the corporation
- Adopt or confirm the bylaws.
- Appoint the officers and record their titles and authority.
- Choose the registered office and records location where required.
- Approve the financial year-end, banking arrangements and signing authority.
- Authorize the corporation to enter ordinary contracts and open required accounts.
Record the initial ownership
- Authorize the issue of shares or other securities.
- Record the consideration paid or agreed for the issue.
- Prepare certificates or written acknowledgements if used in the jurisdiction.
- Update the securities register and retain evidence of payment or transfer.
- Record any restrictions, legends or shareholder agreement that travels with the securities.
After the meeting
- Sign and date the minutes or written consent.
- File the executed record with the formation documents.
- Give the accountant the ownership and officer information needed for tax and payroll setup.
- Set reminders for the annual meeting, annual return and the first regular review of the records.
Common questions
Does a new corporation need a formal meeting?
Not always. Many statutes permit directors to act by written consent, subject to the required signatures and any contrary rule in the articles or bylaws.
Should the first board record include share issuances?
Yes, if shares are issued at or near organization. The approval, consideration, certificate or acknowledgement and securities register should agree.
This guide is general information about corporate records in the United States and Canada, not legal advice. Rules differ by jurisdiction and change over time. For advice about your corporation, speak with a qualified lawyer or accountant.