General Information
Corporations are required to comply with several statutory formalities and must hold certain meetings, among them an initial organizational meeting of the incorporators or directors. At this meeting, the business participants make certain fundamental decisions that will affect how the corporation will be managed.
Purpose/Necessity
Under Kentucky law, soon after a corporation files its Articles of Organization, it must hold an organizational meeting. At the organizational meeting, a corporation must elect directors if they have not yet been named, appoint officers, adopt bylaws, and carry on any other business brought before the meeting. KRS 271B.2-050(1) and KRS 273.257.
While such basic organizational tasks must be completed by law, they need not be done at a meeting where all participants are physically present. The corporate statutes allow such tasks to be evidenced by written consent, signed by all directors entitled to be present at the meeting. See KRS 271B.8-210 and KRS 273.377. However, to satisfy such requirements, proper notice must be given, all organizational tasks must be discussed and agreed upon, and corporate minutes must be drafted to reflect the business accomplished.
Frequently Asked Questions
- What are meeting “minutes”?
- Minutes are simply the written records of business discussed and decisions made at a corporate meeting. Minutes are required corporate records. See KRS 271B.16-010(1) and KRS 273.233.If a meeting is actually held, minutes must be drafted. The alternative is to have corporate owners/managers unanimously agree and attest to such agreement on a written consent.
- Must the organizational meeting for a Kentucky corporation take place in Kentucky?
- No. It may be held in Kentucky, outside the state, or accomplished through signed, written consents. See KRS 271B.2-050(3) and KRS 273.257(1).
- What happens if a corporation does not hold its required meetings?
- It will be violating Kentucky statutory law. Failing to hold required meetings is one of the primary reasons a court may pierce the corporate veil, thereby exposing the business’ owners to personal liability for business debts and obligations.
Legal Services Offered and Cost
Hold Initial Organizational Meeting
Legal fees: hourly rate
Filing fees and other costs: none
This includes:
- Review of client’s information, answer client questions, and obtain additional information as needed
- Official notice of meeting provided to necessary parties
- Hold and preside over meeting of incorporators and/or initial directors
- Drafting of resolutions desired by and applicable to the specific business
- Drafting of corporate meeting minutes to serve as proof of fulfillment of the initial corporate meeting requirement
If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.
Hold Initial Organizational Meeting by Written Consents
Legal fees: $300 flat fee
Filing fees and other costs: none
This includes:
- Review of client’s information, answer client questions, and obtain additional information as needed
- Official notice of meeting provided to necessary parties
- Explain process of agreement by written consents and such consents from corporate owners and managers
- Drafting of resolutions desired by and applicable to the specific business
- Drafting of a unanimous written consent to serve as proof of fulfillment of the initial corporate meeting requirement
If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.