One of the most commonly asked questions from new business owners who have recently incorporated their businesses is whether they are required to hold annual meetings of the corporate shareholders. The answer depends on whether your articles of incorporation or bylaws provide otherwise. If not, then the answer is yes — Pennsylvania’s corporation laws require corporate shareholders to meet at least once per calendar year.
The law is found in section 1755 of Title 15, Chapter 17, Subchapter E:
(a) Regular meetings.–The bylaws of a business corporation may provide for the number and the time of meetings of shareholders. Except as otherwise provided in the articles, at least one meeting of the shareholders shall be held in each calendar year for the election of directors at such time as shall be provided in or fixed pursuant to authority granted by the bylaws.
(BCL §1755).
As stated above, the annual meeting rule applies unless otherwise provided in the articles or bylaws. In some cases where there are only a few shareholders, the shareholders may elect the board of directors by written consent, in lieu of holding a meeting. If you are not sure whether your corporation has a written consent option, have an attorney experienced in Pennsylvania business law review your corporate articles and bylaws.
If you are in the planning stages of forming a corporation solely or with a small number of shareholders, consider including the written consent provision in your corporate bylaws. Otherwise, be prepared to hold an annual meeting and prepare minutes to record the actions taken by shareholders at the meeting.
To have an attorney draft or review your corporate bylaws, or for help with any other matter related to your business, call Scolieri-Beam Law Group, P.C. Located in western Pennsylvania, our attorneys are experienced in Pennsylvania business law and can help you navigate contracts and other matters affecting your business. Contact us today at (412)765-0546 or info@scolierilaw.com.