Dentist has Questions about 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

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, any one with 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 are on our letter head, have clients name (LL,
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,

Some of the items we have on every agenda: year-to-date results, projections,
year-to-year comparisons, other corporation 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. It’s the same
with other legal issues I mentioned above. Check with your attorney andor CPA
to make sure they are comfortable with this.

The purpose of doing
minutes is to act like you’re a corporation since you created one and reporting
taxes as one.

For example, if a taxpayer has reported their income as an S-Corporation for 10
years and saved payroll taxes on S-Corporation dividends of say $50k over those
10 years and they were audited and found to NOT be in compliance, i.e., acting
like a sole proprietor, then the IRS could take the position that they really weren’t
an S-Corporation and assess the $50k in taxes plus penalties and interest.

The bottom line is, if you’re going to create and report your taxes as a corporation,
make sure you do the things a corporation is supposed to do.