S Corporations - What is in your Annual Shareholders & Board Meeting Minutes?

As an S Corporation owner, staying compliant isn't just about taxes—it's also about documentation. One of the most overlooked but crucial steps? Holding and recording your annual shareholders' and board meetings.

Yes, even if you're the only shareholder or officer, you’re required to hold these meetings and keep written minutes. It’s not busywork—it’s how you protect your liability shield, maintain your S Corp status, and stay audit-ready.

Here’s what to include, with example resolutions—including smart tax-saving topics like accountable plans and retirement benefits.

Why S Corporations Need Meeting Minutes

S Corps must follow corporate formalities, even as pass-through entities. Annual meeting minutes serve as:

• Legal proof your business operates separately from you

• Evidence of decisions made by shareholders and directors

• IRS and state audit protection

• Required documentation under California law (and most states)

Skipping these could lead to penalties—or worse, personal liability.

Shareholders' Annual Meeting: What to Include

Even for single-owner S Corps, the shareholders’ meeting needs to be held and documented. Your minutes should include:

• Date, time, and location

• Shareholders present (or sole shareholder)

• Confirmation that proper notice was given

• Election of directors

• Approval of last year’s minutes

• Shareholder votes or decisions

• Signature of corporate secretary

🖊️ Sample Shareholder Resolution:

Resolution:
"Resolved, that Jane Doe is hereby elected as sole director of the Corporation to serve until the next annual meeting or until a successor is duly elected and qualified."

Board of Directors Meeting: What to Include

This meeting follows the shareholders' session and handles the business operations side. Include:

• Date, time, and quorum confirmation

• Election or reappointment of officers (President, Secretary, Treasurer)

• Review and approval of financial statements

• Officer compensation

• Renewal of the Accountable Plan (to reimburse expenses tax-free)

• Approval of Retirement Contributions (e.g., SEP IRA, Solo 401(k))

• Review/Approval of Employee Benefits (health reimbursement, fringe benefits)

• Approval of distributions

• Discussion of strategic goals

• Signature of the Secretary

Example Board Resolutions for S Corps

Officer Appointments:
"Resolved, that the following officers are appointed to serve for the upcoming year:

• Jane Doe, President

• John Smith, Treasurer

• Emily Davis, Secretary."

Accountable Plan Renewal:
"Resolved, that the Corporation hereby adopts and renews its Accountable Plan for the current tax year, allowing reimbursement of legitimate business expenses without inclusion in employee income."

Retirement Contributions:
"Resolved, that the Corporation will contribute up to 25% of officer compensation to the approved SEP IRA account, not to exceed IRS limits for the current tax year."

Health Reimbursement Arrangement (HRA):
"Resolved, that the Corporation will continue offering its Qualified Small Employer HRA (QSEHRA), reimbursing health expenses up to the annual IRS limit."

S Corp Distribution:
"Resolved, that the Corporation will distribute $25,000 to shareholders based on pro rata ownership, by year-end."

Store Minutes Safely

While you don’t file these minutes with the IRS or state, you must keep them in your corporate records. They should be easily accessible in case of audit or legal review.

Have you setup your digital folders for your company yet - Keep these somewhere that you can find them if needed.

Why Partnering with a CPA or Compliance Pro Saves Time

Most business owners don't have time to worry about paperwork like this—but failing to document key resolutions can create big problems later.

Working with a professional ensures:

• Annual meeting requirements are met

• Resolutions are customized to your situation

• Retirement and benefit policies are properly documented

• You're always compliant and audit-ready

Main Street Business Services is our go-to for our clients and takes care of this for you. 

But if you are more of a DIY-er, our legal partners at CorpNet have free templates that you can find here.

Tax Tips and Final Thoughts

Did we mention yet that your Board Meetings have a business purpose and can be tax-deductible?

Schedule a consultation with us to find out how you can not only keep you company in compliance but deduct the trip to a location out of town where you hold your meeting and be above board! 

In Summary, your annual meeting is more than just a box to check—it’s a chance to:

• Lock in tax strategies

• Set compensation and benefits

• Keep your S Corp status secure

Need help preparing your annual S Corporation minutes? Check out the Company Compliance package offered by Main Street Business Services. They'll take care of it, so you can focus on growing your business.