The Shareholders of a Corporation

Various actions of the corporation require action by the shareholders, and these must be reflected in meeting minutes or by appropriate written consents. A corporation is required to hold annual shareholder meetings, the principal purpose of which is to elect the members of the Board of Directors. For more information, read Shareholder Meetings.

Some actions for which shareholder approval may be required or desirable include the following:

• Merger or reorganization of the corporation;
• Amendment to the Articles of Incorporation (read Articles of Incorporation for details);
• Amendment of the Bylaws (other than an amendment settling the exact number of directors within the range established by the Bylaws or Articles of Incorporation);
• Sale or transfer or all or substantially all of the corporation's assets;
• Approval of contracts with interested directors;
• Authorization of indemnity of a corporate agent for liability incurred when acting on behalf of the company;
• Issuance of certain securities;
• Adoption of stock option plans;
• Dissolution or winding up of the corporation.

As a helpful reference, view some sample Shareholder Resolutions.