Thursday, September 27, 2012

Will CPA Meeting Notes as Dental S-Corp Meeting Minutes?

I am the only member of an S-Corp. I need help with regards annual corporate meeting and keeping of minutes.

What do you do in an annual corporate meeting when you are the only member?

What makes up the agenda/minutes of these meetings?

Does an attorney need be present?

I have read that the annual CPA meetings could count as the corporate meeting, do you have a different view?

I've often said that the minutes we prepare for our client meetings have sufficed under IRS audit and should suffice as "corporate" minutes. That said, this is for IRS purposes when they audit and want to make sure the taxpayer is treating their corporation as they should.

I can't speak for any other legal purpose like a lawsuit; however, we have had clients with legal actions, domestic, partnership issues, etc., and when "minutes" have been requested these have been provided and it's never been a problem, meaning, there's never been a response to say these aren't proper minutes or not in proper form.

The minutes we prepare on our letterhead, have the client’s name (LLC, PCL, PLLC, PA, PC, Inc., etc.), location, date, time and attendees. Then we either attach or note agenda and what was discussed, decided, tasks assigned, etc.

Some of the items we have on every agenda: year-to-date results, projections, year-to-year comparisons, other corporate matters, individual tax projections and other practice-business issues. Of course with each client there can be other issues added to the agenda based upon their specific needs.

Again, if asked to produce for an IRS audit, these have sufficed. Same with other legal issues I mentioned above. Check with your attorney and\or CPA to make sure they are comfortable with this.

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