Form with which the stockholders of a corporation waive the necessity of a special meeting of stockholders.
South Carolina Waiver of Special Meeting of Stockholders - Corporate Resolutions
State:
Multi-State
Control #:
US-0023-CR
Format:
Word;
Rich Text
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FAQ
Why would I need a waiver of notice for the first shareholder meeting? A waiver of notice documents that all shareholders are okay with having a meeting without being formally notified ahead of time.
Notice to Shareholders Most states require notice of any shareholder meeting be mailed to all shareholders at least 10 days prior to the meeting. The notice should contain the date, time and location of the meeting as well as an agenda or explanation of the topics to be discussed.
A waiver of notice is a common document used for board of directors special meetings. Special meetings are called when there's a pressing issue that can't wait for the next scheduled meeting. If there's not enough time for a formal meeting notice, directors can opt to sign a waiver and hold the meeting without notice.
A close corporation is a corporation which does not exceed a statutorily defined number of shareholders and is not a public corporation. This number depends on the state's business laws, but the number is usually 35 shareholders.
HISTORY: 1988 Act No. 444, Section 2. SECTION 33-18-103. Definition and election of statutory close corporation status. (a) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.
Close corporation taxation Close corporations are taxed as a C corporation unless the owners and shareholders decide to seek S corporation status from the IRS. This means the income of the corporation may be subject to double taxation.
Individual corporate directors have the ability, as agents of the corporation, to bind the corporation. The board of directors holds meetings with recorded minutes, generally on predetermined dates. They may hold special meetings with sent to all directors. In most states, directors have to participate in person.
A waiver of notice is a legal document that states a board member agrees to waive the formal notice, and it must be signed by the board member. Organizations will have different rules based on the type of meeting, such as the first meeting, special meetings, emergency meetings, and executive sessions.
Special meetings of directors or members shall be held at any time deemed necessary or as provided in the bylaws: Provided, however, That at least one (1) week written notice shall be sent to all stockholders or members, unless a different period is provided in the bylaws, law or regulation.
A close corporation is a legal entity much like a company. A CC is run and administered by its members, who must be natural persons (i.e. not other legal entities). A close corporation's members are like a company's shareholders.
