In general, corporations are free to hold meetings whenever they choose. However, there are a few times when all companies must schedule them. For example, shortly after the articles of incorporation have been filed, a meeting is normally held. At that time, those present usually document who has purchased shares in the corporation and address any pressing matters like scheduling the first shareholder’s meeting or approving the opening of a business bank account.                 

Corporations normally state in their bylaws when the majority of their meetings will be held throughout the year. It’s very common to schedule the first shareholder’s meeting early on soon so that the board of directors can be elected and begin conducting business.                                     

Often, the first annual board of directors’ meeting is held on the same day that the shareholders have elected the new board.                                                                                                  

Additional corporate meetings are often held in connection with the following events or issues.

Common Occasions for Holding Special Directors’ Meetings

After the directors have met once in any given year, their other meetings are normally considered “special” ones; their timing (or reasons for calling them) is usually set forth in the corporate bylaws.  Some of the reasons the board may later need to meet might involve:

  • A corporate name change. The board must always vote on this type of basic  business event;

  • Changing the corporation’s tax year dates. This is often done to spread out the annual tax bite in the most advantageous way;

  • Reviewing various business contracts. The board may need to vote on which ones will best serve the company’s long-range goals;

  • Creating subsidiaries. The board will need to carefully review its financial status with its treasurer (and/or) chief accountant before deciding whether to endorse the creation of a new subsidiary;

  • Discussing pressing tax and legal issues. The board may need to decide how to respond to a lawsuit that’s been filed or to a formal IRS inquiry.

Common Occasions for Holding Special Shareholders’ Meetings

This group’s added meetings may need to address:

  • Naming new board members. Once the shareholders have voted and filled the new directors’ positions, the board will most likely determine the appropriate salaries and benefits for these individuals;

  • Pending mergers. A number of different special meetings may be necessary to fully inform the shareholders about possible mergers and to let them vote on what they’d like to see happen;

  • Pending acquisitions. Shareholders must be informed about the various terms involved with possibly buying another company;

  • A wide variety of special issues. These can run the gamut – from demands for issuing dividends to requests to oust certain members of the board of directors. Shareholders may also want to discuss the filing of possible derivative lawsuits or demand more information about possible mergers or recently filed lawsuits

To obtain help with handling all of your Georgia business planning needs, please contact Shane Smith Law today.  You can schedule your free initial consultation with a knowledgeable Peachtree City estate planning attorney by calling: (770) 487-8999.


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