You have just formed a new corporation. Now what? We often hear the question: What types of corporate meetings do I need to hold? The first thing you need to do is hold the initial meeting of the Board of Directors. At the initial board meeting, the bylaws are read and adopted, officers are elected and stock is issued to the initial shareholders. The Secretary will keep minutes of the meeting and sign them.
After the board meeting, you can have a shareholder’s meeting which will ratify the action of the board. If you do not have an initial shareholder’s meeting, you will want to have the shareholders sign a waiver of that meeting. Typically a corporation is not required to hold the first annual meeting until they have been incorporated for one year, unless the bylaws state otherwise.
For your reference, here is an excerpt from the Delaware code.
§ 211. Meetings of stockholders.
(a)(1) Meetings of stockholders may be held at such place, either within or without this State as may be designated by or in the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of directors. If, pursuant to this paragraph or the certificate of incorporation or the bylaws of the corporation, the board of directors is authorized to determine the place of a meeting of stockholders, the board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (a)(2) of this section.
In the annual Shareholders meeting, minutes and resolutions should be recorded and signed by the secretary. Templates for the initial meeting of the Directors, the annual meeting of the Shareholders and a stock transfer ledger are included in your Harvard Business Services Corporate Kit.